DC's Spider-Man: SWARM
by LinxBento
Summary: ON HOLD! Jay Lance, aka Spider-Man, has left Batman and moved on to a peaceful city named Riverside. After protecting the city for a year and dealing with his first enemies, Dragonfly and the Bull, a evil organization rises to test him. It's going to take all of his skills he's learned to take down this new threat. But he'll get it done, because he's Spider-Man.
1. First SWARM

_Hi, My name is Jay Lance aka Dc's Spider-Man. Now, you're probably wondering "is this revamped story going to have an origin?" And the answer is no. This story won't have my origins but, it will have the origins of how S.W.A.R.M became my enemy and future stories will have my other enemies origins and how I encounter them. They will have hints and mentions of my origins. The League may appear, Batman may appear (no matter how much it'll piss me off). Most of the Bat Family may appear. You get the rest._

 _So, now, let me set the scene for you. Picture me, swinging through the city of Riverside, doing my afternoon patrol. I'm just swinging around, in my white and black suit. I'm just having a good time, nothing had happened in 4 hours and my patrol shift is almost over. I was even doing flips and stuff while swinging. I had just got some Big Belly Burger, which I didn't know was in Riverside. And then, an explosion goes off._

* * *

"The hell was that?" Spider-Man asked as he swung throughout the city for his afternoon patrol. He had his burger in hand, inches from his mouth. He wrapped it up with an angry sigh. "This better be good."

Spider-Man swung throughout the city until he saw a group of men black and yellow, armored suits, loading money and gold into a hovercraft. They had helmets that resembled bees. Spider-Man watched as two men went into the truck and drove off as the others stayed behind. They kept their guards up looking all around. Surprisingly, they weren't attacking the civilians running away. They ignored them. They're looking-waiting for something... someone. They're waiting for Spider-Man.

"Well, let's give them what they want." Spider-Man knew this could be a trap. He hadn't been in this city long enough to have a evil organization know about him, and the cops are way too far away for them to be waiting for. This was going against every thing Batman taught him about being prepared. This was his city, and his rules.

Spider-Man web-pulled himself from the building he was on to the next and flip off of that building to land on the ground in front of the group of men. They started firing before he could even get a quip in and that was just rude. Spider-Man webbed one of the guards guns and pulled it away from him, disarming him. He then threw the gun back at the man and he staggered as he flew back. Spider-Man then webbed up the other men's guns, making them unusable.

The men looked at Spider-Man and he could only shrug, smiling underneath his mask. They dropped their guns and ran at Spider-Man, trying to use their bare fists. Spider-Man just laughed as they all charged him at once. He aimed at the one outlier and used an Impact Web to launch him back into a pole, webbing him to it. Spider-Man then side-stepped another goon and used his elbow to knock him to the ground. Spider-Man then blocked an incoming punch and pushed the goon back to lead into a spin kick to the chest. As another goon went for a punch, Spider-Man dodged it and jumped up, colliding his knee with the goon's face. He then did a back flip, his foot uppercutting the man in the face. The men slowly got back up and ran at the hero once again. Spider-Man smiled as he then jumped above them and threw a Web Bomb down into the middle. The Web Bomb blew up, webbing all of them together.

Spider-Man landed back onto the ground. He made sure that they men weren't going anywhere before moving over to the outlier. He jumped up onto the pole and lowered himself down until he was face to face, upside down. The man tried his hardest to escape the webbing but ended up stopping to catch his breath

"So, you gonna tell me who you are and who you work for?" Spider-Man asked, using Dick Grayson's first form of interrogation; asking nicely

"N-No. I-I'm not telling." The man stutters, trying to be intimidating.

"Alright then," Spider-Man sighs as Swift's repulser covered his hand and lit up. "How about now?"

"S.W.A.R.M! We're S.W.A.R.M!" The man shrieks, clearly not wanting to get vaporized or whatever.

"And your leader?"

"I don't know! Never met her!" Spider-Man sighed as he hopped off the pole. The goons never know anything when you need them to.

"Okay, now be good and get arrested." Spider-Man said as the cops showed up and pointed their guns at Spider-Man.

"Freeze! On the ground!" The captain yells and Spider-Man sighs, putting his hands up.

"Hey, I'm not the one you should be worried about. There's a armored truck, that's probably half way across the city by now. So, go and stop that." Spider-Man said. _Aka arrest these guys and eat my dust while I take out the truck._

"Fine. I'm not letting you go, next time." The female captain said as her men walked over to the webbed S.W.A.R.M goons. "A "hero" from Gotham is just a untrustworthy vigilante."

"I'll make you change that Captain Alexis Snow." Spider-Man said before swinging away.

"How do you..."

Spider-Man swung through out the city, not being able to find the truck that left. He was joking when he said that it might've gotten half way across the city. He just had to jinx it. He sighed as he stopped on another building. He didn't want to bother her but, he needed her.

"Hey, Oracle? I need a little help."

"Jay! You're finally asking for help." Oracle said happy to hear from the webbhead. "Yeah! What do you need?"

"I need help locating a black, armored truck." Spider-Man said and he heard Oracle type something. "It was near the bank closest to the river."

"Okay, I think I found it." Oracle said sending the data to Spider-Man's mask. "Um, are the drivers supposed to be in weird bee suits?"

"Oh yeah, I was gonna ask if you could run the database for the name S.W.A.R.M. I got the name out of a goon and didn't recognized it." Spider-Man said as he sat on the building.

"It sounds familiar, I'll look when I get the chance." Oracle said as she typed once again. "You know, you've missed a lot."

"Like?"

"Jason's has friends." Oracle said and Spider-Man's eyes widened.

"Ha! That's a good one. You're serious?" He said and Oracle laughed.

"Yes, he does, and Bruce's finally getting together with Selina. Steph has feelings for Cass and can't confess to them. It's cute when she goes on and on about her. It's the first time she's come to me about a crush."

"Yeah, bout time." Spider-Man said as he yawned. "Bruce deserves someone. He can't be Batman forever, no matter how much he says he can. Is Steph doing that thing when she refuses to accept it and denise it?"

"Found the truck!" Oracle said slightly startling Spider-Man, making him sit up. "It's about to hit the Shady Oak and Remnant Path intersection."

"Thanks. Always fun talking to you, Babs." Spider-Man said stretching.

"Yeah, I miss talking to you and yes, Steph is doing that thing.."

"Well, gotta go. Spider-Man out!" Spider-Man turned off his comm and flipped off the building to hunt down the truck.

Spider-Man swung through out the city, once again. Luckily, no one needed his help so he was able to focus on getting to the truck before they could leave the city. He quickly spotted the truck and pulled himself towards it. He hopped on the truck and it immediately swerved. Spider-Man shook his head as he crawled up to the drivers seat. The two men fired their pistols at Spider-Man as he poked his head near the window.

"Alright then, assholes." Spider-Man then threw a web-bomb into the window and quickly crawled to the top.

The bomb went off, and the car started to swerve once again. The truck then lost its balance and tipped over. Spider-Man jumped off the roof of the truck and in front of it to catch it. The force of the car was difficult to hold but Spider-Man did his best to not drop it. He slowly placed the truck on the ground, gaining cheers from the people. He waved to them and swung away as he heard the cops.

 **Setting: Jay's Penthouse**

Spider-Man crawled into his penthouse window with a yawn, he was still angry at himself for allowing Bruce to give him this penthouse. He sighed as he looked out into the night sky, he didn't mean to be out long, he just wanted to see if he could find anymore S.W.A.R.M members. He took his mask off and walked into the kitchen and opened the fridge to grab a soda. After grabbing the soda, he walked into his living room and laid down on his couch. He place the soda down on the nearest table and stretched. He couldn't believe that a crime organization rose underneath his nose. Sure, he hadn't been here long, but, it still happened.

"S.W.A.R.M. Kind of name is that?" Jay asked as he stared at his roof. "Those guys were dressed like armored bees, and the driver looked more like a wasp. It just had to be Anthophila."

Jay then heard a beeping, echoing in the penthouse. He quickly got up and walked to the lift he had installed. The lift opened and he walked in, typing in a code. The lift then went down into his own version of the Batcave, that he renamed to the Nest. He walked up to the large computer to see a message with a file.

"Thank you, Barbara." Jay said. Barbara had sent him all the information Batman and the Justice League had on S.W.A.R.M, which wasn't much.

The file had pictures, news articles, videos, and a known allies and members list on S.W.A.R.M. The pictures had been just photos of the armored bee men. The videos were of the bees sneaking into places and coming out with equipment, from S.T.A.R. LABS or jewelry from stores. The news articles were just about the robberies. The members and allies list was the best information he was given.

"Woah, they're partners with the Light and the League of Assassins." Jay said as he sat in the chair. "How did they stay hidden for so long?"

"Not sure really." Oracle's voice said as her logo appeared on another monitor. "We should've known about them."

"And their leader, Queen Wasp? Who is she?" Jay asked as he pulled up black silhouette pictures of Queen Wasp.

"Not sure. The only thing we know is that she's related to Queen Bee." Oracle responded. "But looking at Bee's file, there's nothing about siblings or a family."

"Makes sense, Bee probably made sure she didn't have ties to her family. Why did I have to get bee enemies." Jay complained.

"I know, you hate bees, more than you hate Jason." Oracle said with a smile.

"I don't hate Jason, much. I hate bees." Jay said sighing. "Why doesn't this shit happen to me."

"You'll take them down. I got to go, I'll talk to you later." Oracle said before leaving.

"Swift, you done charging?" Jay called out and a figure quickly flew around the cave.

" **Yes, I am!** " Swift said excitedly.

"Good, because we're going bee hunting."

" **Bee hunting? Why would we hunt bees?** " Swift asked puzzled at why Jay would want to hurt small animals.

"Just get ready."

* * *

 _Well, that's how I met S.W.A.R.M, but this isn't over. Not until I take down Queen Wasp, who could be anywhere. This should be fun. A Spider vs a Swarm of bees. Wait! I understand the name now! That's actually kind of clever._

 _Still can't believe that I asked for help. I mean, I love Babs. She's like my older sister, who tells me what to do sometimes. It's just, I left Bruce and I intended to not ask any of my family for help. I'm trying to be independent, and I'm rambling._

 _...See ya next time._

 **Coming up: Bees Don't Like Floyd Baxter**


	2. Bees Don't Like Floyd Baxter

_I just learned something today. S.W.A.R.M doesn't like Floyd Baxter. Now, you're probably wondering who Floyd Baxter is. Well, Floyd Baxter is a rival mob boss to Black Mask. He hides his crimes with charities and fundraisers and things like that. Floyd Baxter is a business man who only cares about himself, and he'll do anything to make sure he stays alive. I'm guessing_ _S.W.A.R.M knows what he really is, and wants him dead._

* * *

 **Setting: Jay's Apartment**

Jay sat in the cave, listening to crime reports over radio. Nothing happened during his patrol so he was able to go home early. He was still bored though, so he hacked the police crimes reports. He was also replacing his web cartridges in his web shooters. He was slowly placing his electric webs into his web shooters when his door bell rang. Jay set the webs in it's place and then gt up to answer the door. Jay took his elevator into his apartment, walking to the front door. He opened the door to see a blonde woman with a black leather jacket and a motorcycle helmet in his arms.

"Hey," She started with a smile. "How's Mommy's little spider?"

"Mom, I told you not to call me that." Jay said as Dinah Lance, aka the Black Canary walked into his apartment.

"I know, but I couldn't resist." Dinah said as she set her helmet down on the coffee table. "How are you? You seem tired."

"I'm fine. It's just this new organization has come up and I'm having trouble stopping their crimes." Jay said as he walked toward the couch.

"Well, I think that must mean you need help." Dinah suggested and Jay laughed.

"Yeah, from you maybe." Jay said laying on his couch.

"You know Batman Inc has available members to help you." Dinah said, causing Jay to groan.

"I can handle this, I don't need the Bats." Jay said as he closed is eyes. "Expect Babs."

"Yes, Barbara is something else, on and off field." Dinah agreed taking a seat next to Jay. "I see you've been doing well on your own."

"Yeah, I haven't bled out yet." Jay joked, only to punched in the shoulder.

"That's not funny and you know it!" Dinah scolded as she laughed.

"So, what have you been doing?" Jay asked walking over to his fridge.

"Nothing much really, just helping out with the League whenever I can. I'm actually have a lot more time on my hands, that's why I came to visit." Dinah said following Jay to the kitchen. Jay grabbed a soda and sat at the stool near the island as Dinah stood in front of him.

"That's awesome. I didn't think you could find extra time with being a Leaguer."

"Yeah, it does take time from my everyday life, but me and-Jay, what are those?" Dinah pointed toward the television, which had the news channel on it.

Jay turned to the TV to see the Baxter building being swarmed by bee men. S.W.A.R.M. There were armored cars on the ground around the building and S.W.A.R.M thugs climbing up the building, to the top. Jay grabbed the remote and turned the TV up.

"This is Crystal with channel 4 news and I am here at the Baxter Inc building were men in bee suits are climbing their way up the building." the reporter said as she ducked when she heard gunshots. "And the police are being blocked off from getting into the building. Hurry Spider-Man!"

"Well, duty calls." Jay said, pressing his hand to his chest and activating his mobile suit.

"Let's go toget-" Dinah cut herself off as she got a call on her ear piece. "Never mind. League needs me. Be safe."

"No promises!" Jay said before running out of his window. A blur flew passed Dinah as she turned to leave, she was lucky is was Swift.

 **Setting: Baxter Building**

Spider-Man arrived on the scene and as he saw on the news, S.W.A.R.M agents surrounded the bottom entrance. He knew he couldn't get in from the bottom or the top. The evil agents were also on the roof, climbing down into the top floor. There were also agents climbing up towards the top floor, and the ones on the ground were having a shoot out with the cops. Luckily, Spider-Man doesn't need a door to enter buildings.

"Swift, help the cops." He said and Swift flew over towards the gun fight.

Spider-Man jumped off the building he was on webbed onto the next. He then swung towards the Baxter Building and crashed through the window, scaring the agents on the other side. Spider-Man landed and looked up at the agents, who had their guns aimed at the hero.

"Am I late to the party?" Spider-Man joked as the agents open fired.

Spider-Man immediately dodged the bullets and ran towards the agents. He then jumped over one agent, took his gun and kicked him in the back. Spider-Man then threw the gun at another agent's head as he turned. Spider-Man then kicked the next agent in the chest and launched an electric web behind him, shocking the agent coming for him.

Spider-Man's Spidey-Sense went off and he quickly dodged a missile, aimed for his head. He turned to see more agents, one with a rocket launcher and the others with rifles. Spider-Man webbed the missile, spun, and threw the missile back at the agents. Lucky for them, their armor protected them.

An explosion went off and blew a hole in the roof. He shrugged as he jumped up and through the hole. He landed on the next floor of the building and saw that the floor was on fire. He looked around to see no other way out, until he heard cries for help. He ran over to see a support beam had fallen and trapped some civilians behind and under it.

"Don't worry, I'm here!" Spider-Man said as he ran over to the beam. He then put his hands on the beam and lifted it up, struggling a little bit. He held the beam over his head as the people ran out thanking him and jumping down the hole.

"There's bee men trying to kill Baxter!" a woman said to Spider-Man as she ran to his side.

"Okay, I'll get there as fast as I can." Spider-Man said dropping the beam. The woman nodded as she ran to the hole.

Spider-Man looked around to see no other way up, since the elevator was destroyed. So, he did the one thing he loved, besides web swinging; jumping out of windows. Spider-Man ran towards the closest window and jumped out. He quickly twisted his body and grabbed onto the building. He looked up to see S.W.A.R.M agents on the side of the building. Spider-Man then stood up and ran up the building avoiding bullets and beating down agents who came at him.

Spider-Man then looked onward to see another window was blown open. He guessed it was where Baxter was. Spider-Man ran up to the broken window and jumped in Floyd's office. In his office, Floyd was at gun point while another man in a bee suit was sat in front of him. This one looked different. He had four other legs on his sides, along with his two main arms. He also had a yellow striped abdomen and a golden helmet, with black antennas. He also had golden wings on his back. Spider-Man guessed that this S.W.A.R.M agents was a wasp instead of a bee.

"Finally, a bug I actually want to see." Floyd said with a sigh.

"Ah, you finally showed up, Spider-Man." The wasp agent said as he stood up and turned to the spider hero.

"Do I know you?" Spider-Man asked web shooters aimed.

"No, but you will." The wasp said. "Sadly, not today. I've gotten all the information we needed."

"I'm not letting you escape." Spider-Man said before he realized something about the wasp. "You're a-"

"Spider Wasp." Spider Wasp said before throwing down a flash bomb, blinding Spider-Man.

"Shit!" Spider-Man covered his eyes and grabbed his head, his Spidey-Sense going haywire.

He then shook it off and ran over to Floyd, who got up and sat in his office chair.

"Are you okay, Mr. Baxter?" Spider-Man said putting a hand on Floyd's shoulder. When he didn't respond, he started getting worried. "Mr. Baxter?"

Suddenly, Floyd Baxter was shot in the head. Spider-Man jumped back as Floyd's body flew backwards. Spider-Man then went to see how bad it was and noticed something. There were sparks coming from the bullet hole and Floyd's neck. Spider-Man then picked up Floyd's head and cursed as he held it over his head. The Floyd Baxter Spider-Man came to help, was a robot the whole time.

"This is so something Floyd would do." Spider-Man said before going to the broken window.

He looked out to see a man in orange armor running across roof tops toward a helicopter. He knew exactly who this was. Slade Wilson aka Deathstroke.

"Slade." Spider-Man hissed before jumping out of the window.

The helicopter flew above the last house, waiting for Deathstroke. A blue laser flew passed the helicopter causing it to dodge and move. Spider-Man smiled as he swung in to chase Slade. Spider-Man caught up to the assassin but couldn't get close enough as he dodged Slade bullets. A shuriken from the helicopter cut Spider-Man's webs and causing him to fall on the rooftops with Slade. Spider-Man quickly recovered and chased Slade with him super human speed.

Slade was able to jump up on the helicopter as it took off, leaving a wide distance from any roof. Spider-Man ran as fast as he could and jumped, easily clearing the wide gap. Before he could reach the helicopter, a figure jumped out and kicked him in the chest. The figure then placed a device on suit before flipping off him and landing back in the helicopter.

Spider-Man fell to the ground and couldn't move. Out of the corner of his eye, he saw something fly to the helicopter. The paralyzing effect of the device wore off and Spider-Man got up to see Nightwing behind him.

"Rose is back to her old ways." Spider-Man said and Nightwing nodded.

"What did Slade do before he left?" Nightwing asked as Spider-Man walked over to him.

"Killed a robot version of a crime boss. Mostly it." Spider-Man responded. "Why are you here?"

"The Titans and I tracking down Slade, and trying to get Rose back." Nightwing said with a sigh.

"Titans? Like the original?" Spider-Man said. "But Bruce said-"

"Yeah, Bruce said no. What he doesn't know won't hurt him." Nightwing responded. "Where are you going?"

"To find Slade." Spider-Man responded.

"What? No, I'm finding Slade." Nightwing said defensively.

"My city, my problem."

"Boys, stop fighting." Oracle said over their comms. "Slade was only here for one reason, and he thinks he's done that. He shouldn't be here anymore."

"Right."

"Yeah."

"It's good to see you're doing well." Nightwing said.

"Yeah, guess so." Spider-Man said walking over to the edge to see Swift leading the people out of the building and to the cops. "Well, I got to go."

"Are you going to rejoin the team?" Nightwing asked and Spider-Man shrugged.

"Maybe, but not now. Got my own shit to deal with."

"I see that, and I thought Bull was destructive." Nightwing said and Spider-Man chuckled.

"Well, tell Donna and Wal hi for me." Spider-Man said before jumping off the edge and swinging away, with Swift flying after him.

* * *

 **Coming up: Rescue Mission**


	3. Rescue Mission

_I was listening to the police scanner, looking for any reports of S.W.A.R.M's crimes. I followed a kidnapping report that reported 12 people being kidnapped before this last person. I went to the apartment complex that the person was kidnapped from. I then scanned the crime scene, and had Oracle do a deeper scan, and followed the tire marks in the road, which lead me to the warehouse near the water front._

* * *

 **Setting: Water Front Warehouse**

There was a girl, on the floor, in the middle of a warehouse. She was scared because, as far a she knew, she was kidnapped and most likely going to die. She went snooping in LexCorp making deals with the new organization, S.W.A.R.M, that recently started appearing. They were in the middle of a weapon deal when she got caught. There were seven guards assigned to watch me while about thirteen or so went to talk in a separate room. Then the lights went out. All she could see was flickering lights. Then she heard the guards talking and then gunshots and shouting.

She was so confused until she saw something- no- someone dressed in black and white. From what she could see, the person was a man. He stood in one spot then moved to the next in time with the light flickered. He was so in rhythm, the second he knocked one guy down and the light flickered, he disappeared to the next. Once he took out all the guards, he stopped a few feet in front of the girl and she panicked. The light flickered so she got to see some more detail in his suit and what it looked like. Before she could identify the man, he started walking toward her.

"Please, don't hurt me." She said, backing up.

He said nothing. It was then she noticed that he untied her binds, setting her free.

"T-Thank you." she said almost falling over. The man caught her and she tried to shrug him off. "I'm fine. They just didn't give me food or wate-"

The girl passed out in the man arms and he swiftly caught her. Spider-Man cursed as he heard more people coming. He looked back at the girl and toward the voices of the armed men coming and sighed.

"Dammit. I need to take out the rest. Ugh, I'll just call Canary."

 **Setting: Spider's Nest**

"Why did you bring her here? Why not a Police Station or Hospital?" Dinah asked.

"Because she's on the run from LexCorp and S.W.A.R.M." Jay countered.

"What?! LexCorp is working with S.W.A.R.M?!"

"Yeah, that's what I was originally checking out, until the kidnappings happened."

"What is going on, where am I?" The girl asked.

"Oh, you're awake." Dinah said walking over to the bed.

"Who are you people!" the girl asked getting up and backing away.

"Calm down, you eat something." Dinah said sliding the food tray to the girl.

"No! I won't do anything until you tell me who you are. The food could be poison." The girl said.

The blonde haired woman looked at the familiar looking dude. The boy just shrugged his shoulders and the woman sigh. She then turned back to the girl with a slight smile.

"Fine, as long as it gets you to eat." She said taking off her jacket. "My name is Dinah Lance, but you can call me Dinah, and I'm the Black Canary." Dinah said.

"I'm Jay Lance, her son, and I'm Spider-Man." Jay said, with a wave.

"Wait, you mean you're Black Canary, and you're the Spider-Man! The meta who was raised by Batman." She asked excitedly. "I didn't know you two were related."

"Well, I'm not a meta, but..."

"Wait, you know about that?" Dinah asked and Jay put a hand on her shoulder. "He hasn't even been a hero for that long."

"I'm sorry. I didn't know it was you, well, because I've never seen you without your masks and it was dark In the warehouse so, I couldn't see you with the lights." The girl said embarrassed.

"What's your name, hun?" Dinah asked.

"April. April Clementine." April said.

"That's a cute name." Dinah complemented.

"Thank you." April said with a big smile. She couldn't believe she met Spider-Man and Black Canary.

 **Setting: Jay's Living Room**

"It's getting late. I need to hurry and make dinner since I know you won't, Jay." Dinah said, glaring at the boy.

"Hey, take-out is a good dinner. Besides, I was probably going to pull an all nighter anyways." Jay said jumping onto his couch.

"I know you would. Hurry up and go, we'll left leftovers. I know you're hungry." Dinah said, walking to the kitchen.

"Right, be right back." Jay said before opening a portal and hopping in.

"Oh, how did he.."

"New tech he invented." Dinah said and April nodded, poking at the floor where the hole was.

 **Setting: Riverside**

"Great, still works." Spider-Man said as he perched on the rooftop of a building.

He then shot a web to a nearby building and started swinging. He swung for a little while, stopping to deal with muggers and store robbers along the way. He had stopped at least 10 by the time he thought he should get back. He went to turn back towards his penthouse apartment until something zoomed passed him. He looked towards the blur that passed him to see his very first enemy, Dragonfly flying away from the cops. Spider-Man quickly swung to keep up, running along the walls on building when needed.

He then shot another web at Dragonfly's wings, causing them to get stuck together and making him fall. Spider-Man quickly webbed the floor, giving him a safe landing. The cops showed and arrested the Dragonfly, so Spider-Man made his exit.

"Ah!" A voice yelled, which caught the spider's attention. The yell lead him to an alley way. There was a woman, who was on the ground trying to crawl away from a giant man in all black armor. At some angles, Spider-Man could see the giant man had glowing red eyes and antennas. He also had a giant axe. The more Spider-Man thought about it, the more the man looked like a bee.

"I know you have the information my queen seeks." The man said bringing his axe up in the air. "If you won't tell me out of your own will, I'll persuade you!"

The giant man brought his axe down but found that it wouldn't moved any further down. He looked at the end to see Spider-Man holding the axe blade with his hands, preventing it from moving.

"You just gonna lay there or are you gonna run?!" Spider-Man asked sarcastically as the woman got up and ran away, thanking the hero. Spider-Man then let go of the axe as the giant man lifted it back up.

"So you must be the hero meddling with the Queen's plan." the giant man said.

 _Well, that proves he's with S.W.A.R.M_

"How dare you! How dare you mess with the Queen's plans and then mess with Black Bee's mission!" Black Bee yelled.

"Black Bee, huh? Names are getting better and better." Spider-Man said dodging an axe swing.

Black Bee swung his axe again, barely missing the spider by a hair. Spider-Man webbed the axe to the wall, causing it to be stuck for the time being. Black Bee roared as he brought his arms down on Spider-Man. Spider-Man brought his own hands up, blocking the attack but causing a small crater at his feet and breaking some of the bones in his arms.

 _Huh, their suits give them super-strength. Noted._

Spider-Man then fell to his back, putting his feet on Black Bee's chest. He then pushed off the ground, with his back, launching Black Bee into the air. Before either one could do anymore, Black Bee suddenly vanished, along with his axe. Spider-Man got back up and looked around for the bee. When he didn't see anyone he silently cursed.

"I didn't even get to tag that woman." Spider-Man said holding his arms. "And my arms hurt like a bitch."

 **Setting: Jay's Apartment**

When Jay got back, it was the same time April finished setting up the dinner table and Dinah getting home from the store. Jay went down into the Nest, planning on getting scans for his arms to see what bones broke.

"I'm back!" Dinah called out.

"I finished the table, Dinah." April said, looking up to the woman.

"Thanks April. Is Jay back?" Dinah called back.

"I'm not sure." April responded.

"Okay, wait here while I check the nest." Dinah said walking away. "I think I heard something."

"Yes, ma'am." April said, sitting down.

Dinah walked down into the Nest and gasped at what she saw. She looked at the screen to see Jay's broken bones. His arms were bleeding as well, to the point that Jay needed to use his shirt to stop the bleeding. The shirt was wrapped around one arm while the other was in the scanner.

"Jay, what happened?" Dinah asked walking over to Jay.

"I'm fine, I promise." Jay said waving her off. "I just ran into someone from S.W.A.R.M."

"Fine? Your arms are broken." Dinah said, crossing her arms. "Someone from S.W.A.R.M broke your arms? How?"

"I was just swinging around and I heard someone scream, so I went to help. A woman was going to get killed by a giant guy in a black bee armor." Jay informed typing something on the computer, showing the live feed of the fight from his mask. "He slammed his arms down and broke my arms."

"He could have killed you." Dinah said as the video feed played.

"I was fine. It was the first time I fought this Black Bee guy." Jay said as he removed his arm from the scanner. "It won't happen again."

"Alright, now come upstairs Dinner's almost ready." Dinah said as she turned to walk up the stairs.

"Hell yeah!" Jay said throwing his arms in the air before wincing in pain. "Ow! Bad idea."

When two got upstairs they saw April sitting at the table, like Dinah asked. She looked up to see see them and smiled. April then saw Jay's bloody shirt on his arm and gasped.

"Oh my god, what happened?" April asked as Dinah walked into the kitchen and Jay sat down.

"I fought a guy, broke my arms, not a big deal. I did worse working with the Bat." Jay said as he sunk into his chair

"Oh... okay." April didn't fall for it, but she left it alone.

"Totally fine." Jay said, leaving out a lot of things.

"She's not falling for it." Dinah said chuckling.

"Well, we can talk about it later. I have to talk to Oracle about it anyways." Jay said as Dinah walked over with their plates. "It's dinner time!"

Jay immediately dug in as Dinah set the plates down. April was shocked, he really doesn't feed himself properly. She was also about to take a bite of the food that Dinah made, before glancing at Jay again. The three spent hours of the night talking, sharing stories until Jay's Spider-Sense went off.

"What is it? Danger?"

"Yeah." Jay said tapping his chest and activating his suit. "I was gonna go to talk to Oracle after this but..."

He ran towards the window and jumped out, shouting excitedly.

"Is he crazy?!" April shrieked as she ran to the window. "His arms are still broken!"

"He'll be fine. He's done it before, 13 years in fact." Dinah said walking down the hall to the stairs into the Nest.

"But jumping out of a window, with broken arms, means fine?!" April asked as followed Dinah. "Did I mention the broken arms?"

"Yes, that's how the Bats work. Dangerously." Dinah said as she sat in the chair in front of large monitor.

 **Setting: Riverside Police Department**

Spider-Man landed on the roof of the police station. It was chaos. People were running and screaming while the police tried to calm them down. He looked around to see the police evacuation the area, from the Bull. Spider-Man jumped onto the ground, using the momentum to bounce back up in the air and flip onto a police car. The people cheered and calmed down as they saw Spider-Man made his entrance. Spider-Man looked over at the Bull, seeing he's changed a bit. He had new metal plating on his body and rocket launchers on his sides. His horns were also coated in metal. Spider-Man looked toward a police officer with a mega phone and grabbed it with his web. Spider-Man cleared his throat before talking into it.

"Hey, Bull! How you doing?! You've been juicing or something, cause you look amazing!" Spider-Man called out.

"Shut it, spider! I've come here to kill the Captain. Get in my way, and you'll die to!" Bull yelled back, the missile launcher aimed at him. "You can't stop the Bull!"

"Okay, first of all, yes I can. Second of all," Spider-Man stepped down from the roof of the car. "On behalf of the fine people of Riverside and actual bulls everywhere, I ask you to put your mechanized paws in the air. I'd rather not deal with you today."

"Don't mock me!" Bull yelled as his missiles fired.

Spider-Man acted fast and jumped forward, webbed a sewer vent and used it to block the missile. Bull thought he hit his target, until he heard the patronizing laughing that would echo in his brain forever.

"Man, you need aiming lessons." Spider-Man joked as he tossed the sewer vent up and down with a single hand. "Or upgrade your tech, again."

"I'll kill you!" Bull yelled as he charged, firing missiles as he charged.

 _Oh, you know exactly what I'm doing._

Spider-Man threw the sewer vent at Bull and it bounced off his armor, which disoriented him. Spider-Man jumped toward the Bull and webbed the sewer vent, whipping it around in a circle. He deflected the first missile, then the second, and finally the third, sending them all to the sides and away from the audience. He smiled underneath the mask as he swung the vent down and collided with the rampaging Bull.

* * *

 **Coming up: Origins of the Watcher**


	4. Origins of the Watcher

**Setting: Gotham High**

A 15 year old Jay Lance was putting his school books away for the day. School was out and Jay was still here. Dick Grayson, his best friend and fellow orphan, already left with Alfred to Wayne Manor. Jay would've went with them, like every other time, but he decided to walk back instead. Jay put the last of his books in his locker before opening the secret door he put in it. Behind the door, was an extra Spider Bat suit, in case something happened to his original, and a prototype mask he started building. He sighed as he put spare batarangs inside before closing it and leaving the hallway.

He walked out of the building, making sure to check if anyone was watching him, before walking down the side walk. He pulled out his phone, checking for any messages from Bruce or Dick, finding out he had none. Jay kept walking, past the parking lot and near the large window that shows the main hallway in the school. He pulled his phone back out, thinking of calling Barbara Gordon, aka Batgirl, just because he was bored. She always knew how to make him smile and have fun. He decided against it, putting his phone away.

"Help!" a familiar voice cried out, causing Jay to stop in front of the large window.

Jay looked at the school, he knew who just screamed for help. It was his second female friend, Madison Gold. She was a junior, like Jay, Dick, and Barbara. She was a nice girl, who got bullied at lot, until she meet Jay and the others. After she'd started hanging out with them, nobody would mess with her.

"Madi." Jay put his backpack down, rushing to grab anything.

He ended up grabbing his glove, that allowed him to throw multiple batarangs at once, his cape, and his web shooters. He heard another cry and cursed. Jay ran towards the large window, throwing his backpack toward a pole before webbing it to the pole. Jay kept running toward the window, not planning on stopping. When he got close enough, he jumped, crashing into the window.

As he landed, he looked up to see Madison, pressed up against her locker by a teacher. Jay couldn't tell who the teacher was from where he was standing. Both the teacher and Madison looked over at Jay, not being able to see him quite well. They only saw a silhouette, and due to Jay's cape, they recognized him as Spider Bat.

"Help!" Madison cried as the teacher grabbed her and forced her into a class room.

Luckily for the teacher, the window Jay was at was on the other side of the hallway. Jay started running toward them as the teacher forced them into the class room. Jay then stopped halfway, he had realized something, he didn't have his mask on, and he didn't have an extra in his locker. But he did have the prototype. Jay ran to his locker, quickly unlocking it. He then opened the secret door and pulled out the prototype. It was a metal mask, that would cover his whole face instead of around his eye area. Jay put the mask on, the mask's pupils were pitch black and the irises were orange. There were little holes, that were more like lines, near the mouth and just under the nose that looked like it would allow the wearer to breathe. The nose wasn't like normal, the nose was just three holes, in a triangle formation.

Jay then ran over to the classroom, webbing to a wall. He got a running start, swinging himself into the door. The door broke off, crashing into a desk. The teacher had a gun aimed at Madison's face waiting for Jay to run in. When he didn't, the teacher started to worry but didn't show it.

"Guess you're little hero isn't gonna save you after all." The teacher said, licking his lips. "I'm gonna have fun with you, might even take my time, unlike the last ones."

A small pellet rolled into the middle of the room, causing the teacher to look away from Madison. The pellet then let out a smoke, causing the teacher and Madison both to cough. The teacher didn't waste time in just shooting Madison, and neither did Jay. Jay quickly launched a web at Madison's foot and pulling her toward him before she could be shot.

"Stay here, I got this." Jay said, the mask making his voice sound metallic.

"Thank you! Thank you so much!" Madison cried, she didn't care who saved her at this point.

"Just stay behind me." Jay said, a protective hand in front of Madison.

The teacher kept shooting his gun, not planning on stopping. Jay threw a batarang at the teachers hand, knocking the gun out of the man's hand. Jay smirked as he went in. Jay punched the teacher in the chest before making his way around the teacher to kick him in the leg, causing the man to fall to a knee. The teacher then pulled out knife, slashing at Jay's leg.

"Shit." Jay cursed as he looked to the wound.

The teacher got back up, kicking Jay in the chest. The teacher then went for another kick, which caught Jay off guard, again. The teacher then went in for a stab, but was blocked and kicked back. Jay then continued his attack, punching at the teacher's chest. The teacher then kicked Jay back off, causing him to crash into the desk. The teacher grabbed a metal chair and slammed it down on Jay, breaking the desk along with the chair.

"Fucking brats." The teacher said, walking back to Madison. "Now, where were we?"

The teacher reached his hands out, only to have his legs pulled out from under him. "The part were I was kicking your ass."

Jay stood before the teacher, ready to continue the fight. The teacher grabbed the metal legs off the broken chair, wielding them like swords. Jay smirked as he pulled out batarangs. The teacher ran toward the hero, swinging his sticks. Jay countered by blocking and parrying. Jay went low, attacking the teachers legs again. The teacher gasped in pain as Jay went around the man grabbing onto his shirt and throwing him into the desk. The man grabbed a pencil cup off the broken desk. He then turned and slammed Jay's the cup onto Jay's head. Jay stumbled back, tripping over a chair.

The man walked over to Madison once again, causing her to scream. Jay quickly got back up and jumped on the man's back. "What're you doing? Get out of here?!"

Madison nodded as she ran out of the classroom. The man then backed up into the wall, trying to shake Jay off. The man used his elbows to jab into Jay's sides, a failed attempt at getting the teen hero off. Jay then pushed off the wall, pushing the man down onto the ground. Jay and the man both got up at the same time. Jay reacted faster, running to the wall, jumping onto it and rebounding off to punch the man in the face. Jay was then tripped, the man trying to run toward the door. Jay did a kick up and wrapped his legs around the man neck. Jay then used his upper strength to send the man on his back. Jay quickly punched the man, repeatedly in the face until he was unconscious.

...

A couple hours later, Madison had gotten the cops. They had arrested the teacher, who wasn't really a teacher. Somehow, he'd managed to trick the whole board into getting a job, just so he could rape innocent girls. Luckily, Jay had been here or else this guy would've gotten another victim. Jay stood at the end of the hallway, in the shadows as Madison talked to the cops. She was crying as she did so, which hurt Jay to watch.

"So, he didn't harm or touch you?" The cop asked.

"N-No, he didn't get a chance to. Spider Bat, he stopped the man before he could do anything." Madison responded, pointing to Jay, who was gone as they cop looked.

"Okay, I'll take you home."

 **Setting: Wayne Manor**

Jay snuck his way into the manor, he was lucky Dick like to be on time for school and that Bruce would probably be on patrol. He quietly walked down into the Batcave, so that he could clean himself up. Once he got down there, he was met with a certain red head.

"Jay. What the hell happened?" Barbara asked as she walked over to Jay.

"It's nothing Babs." Jay said taking a seat on a table. "I just had a little fun, that's all."

"You have a swollen eye, busted eyebrow, I can practically see your bruised ribs." Barbara listed off. "What the hell did you do, you were supposed to be back hours ago."

"I'll explain tomorrow, I really need to sleep. You can get Alfred to fix me up while I'm sleep, cause I really down wanna move anymore."

 _Present_

Jay was working in the Nest, working on making Swift a new exoskeleton, one that actually allows him to use it like a suit of armor. He'd be able to use Swift's abilities as well. He was adding a new metal to the new skeleton. He was so focused, that he didn't notice Dinah walk in.

"What're doing?" Dinah asked, making her presence known.

"I'm waiting for Oracle to get back to me on a lead so, I decided to start making Swift a new exoskeleton. Her old one is getting outdated, and I don't want anyone hacking her." Jay answered. "I'm also adding a new metal."

"Oh, what metal?"

"Some metal that starts with an n." Jay said, welding some parts together. "I got it from another universe. Is April asleep?"

"Yes, she is." Dinah sat down next to him, placing a hand on his shoulder. "You hear that Watcher is back."

"He's not."

"Oh, you him personally?"

"Not exactly. I just, know that he's not back. I helped him with his last mission, and he said he was done after that." Jay said, not looking to Dinah.

"Okay, fine." Dinah gave in. "I'm going to bed, don't stay up too late."

"No promises."

* * *

 **This chapter was supposed to be a small origin of someone from Jay's past, who will have their own issue later on.**

 **Coming up: Spidey's Lookout**


	5. Spidey's Lookout

**Setting: Spider's Nest**

Jay was sitting in the Spider's Nest, still working Swift's new exoskeleton. He wanted this new exoskeleton to be able to be worn. The old one was able to be worn, but Jay couldn't fly while he was inside. He could only fight and use the laser blast while he was inside the first model. This model, he planned on allowing this model to be able to fly while he was inside, able to fly around in space, and take, and least, two blows from anything. A beep from the computers caused Jay to look over to see Barbara's face appear on screen.

"Hey, Babs! How's it going?" Jay asked, as he put Swift's exoskeleton on hold.

"Hey! It's been good, me and the girls have just been doing our thing." Barbara responded, a big smile spread on her face.

"That's great! So, what can I do for you today?"

"Well, I looked into that lead you gave me." Barbara said, the Oracle logo popping up on Jay's screen. "And something came up."

"Oh yeah? What came up."

"Take a look at this."

Three pictures appeared on Jay's computer screens. The three buildings were one story and very large in width. Jay had no clue what these three buildings were, but felt there was a good reason why.

"Okay Babs, what am I looking at?" Jay asked, not exactly sure what he was supposed to be looking at.

"List off the things that these three buildings have in common." Oracle said and Jay started looking deeper.

"Uh, well for starters, there are two man size holes in the side and roof of the buildings."

"Okay, now look on the inside." Oracle said as three pictures of the inside of each building popped up.

"They have the same logos, so that means these buildings are own by a single person." Jay said as he looked looked the first set of pictures before moving onto the newest.

"Not what I was thinking but, okay."

"And, worst of all, they're honey farms." Jay said, sighing in disappointment. "Wait, isn't this security footage? Why hasn't this been called in?"

"Your guess is as good as mine, but we can assume that whoever broke into these honey farms did something to the people who work here." Oracle said. "Or these holes aren't being picked up."

"Right, can we see if we can figure out what was stolen?" Jay asked, gaining a nod from Oracle.

"That's just it," Oracle said as she reread that items list. "Everything is accounted for, no items were stolen. They have almost every kind of bee and wasp in there. "

"Then what was taken… oh." Jay said, catching onto Oracle's thoughts. "It's S.W.A.R.M. and they took the bees themselves."

"Exactly my thought process." Oracle agreed as a image of a black box, with loads of holes to the sides and a ring on top, popped up of Jay's screen. "The honey farms have a device that allow them to put the bees asleep, for winter, and from what I'm seeing, its been used, recently."

"Okay, I'll go down to one of these buildings and see if S.W.A.R.M comes back, and see exactly what bees they took."

"Okay, stay safe." Oracle said before signing out.

"I really hate bees." Jay said before turning around to see April staring at Swifts semi-finished exoskeleton.

"Was that Oracle? Like, the Oracle?" April asked, slowly getting excited.

"Yes..." Jay answered. "You okay, April?"

"Yes! I'm totally fine!" April shouted excitedly. "I can't believe I, somewhat, met Oracle!"

Jay smiled, shaking his head, before going to a desk, picking up his web shooters, "Where are you going?"

"Oracle gave me intel on a lead I gave her, and I'm going to go check it out.

"Can I help?" April quickly said, causing Jay to turned around,

"Hm?"

"I... wanna help." April said, twiddling with her fingers. "Like how Oracle helps the Bats."

"Well, you're gonna need a name." Jay said, causing April to slowly raise her head.

"Really? You're okay with this?"

"Of course."

"Okay, um, how about Overwatch?"

"No," April tilted her head in confusion. "It's taken."

"Oh, uh, Oracle?" April shrugged.

"You know that's taken."

"Dammit." April cursed to herself. "How am I supposed to be a lookout if I can't find a name-"

"That's it." Jay said, cutting her off.

"What?"

"Lookout. I like that one."

"O-Okay, I'll take it." April smiled.

"The SpideyComputer is in front of you. The button to call Swift is on the chair." Jay said walking out.

"Okay, thanks." April said sitting in the chair.

 **Setting: Honey Farms**

Spider-Man landed in front of one of the honey farms. It was smaller than the pictures made them look. He walked up to the hole in the buildings side, getting a better view of it. The hole was slightly bigger than what the photos made them out to be. Spider-Man then walked into the building seeing that the place looked fine.

"Okay, Lookout, I'm in." Spider-Man said as he walked around.

"O-Okay! What do you see?" Lookout asked.

"Well, everything looks fine. Nothing has been taken. At least not what I can see." Spider-Man responded, looking at all of the machines and and things that were scattered around the building. "Everything's scattered though, like a tornado went through here."

"Huh, no alarms went off either. It's like whatever broke in here tore the place up looking for something and didn't take anything else. Strange for a robbery."

Spider-Man continued to walk around the farm seeing the destruction. His wandering brought him to the exact place were the honey was farmed. It wasn't like a normal honey farm. The place were the bees were placed weren't man made nests, they were glass cases. Spider-Man looked in the cases, not seeing any bees in most of them. In some, there were dead queen bees and queen wasps, and nothing else. Spider-Man was confused at this, well he questioned a lot about this. Why does a honey farm have wasps? Who wanted to own a high tech honey farm? And the question he should focus on, why would someone break into a honey farm, and only steal the bees and wasps, and not take the queens? Wait.

"Lookout, it's S.W.A.R.M.! Don't know why I didn't think of it sooner, but it's them." Spider-Man said as it clicked.

"What?! Actually, that makes a lot of sense." Lookout responded. "Cause S.W.A.R.M. are a literal swarm of the bee and wasp family."

"Yeah I get i-" Spider-Man's sentence was cut short, as a desk crashed into him.

"Spidey! Are you okay?!"

"Thanks Spidey-Sense, I love you too. Fucking prick." Spider-Man groaned as he sat up.

He sat up to see two giant figures. They both had the color scheme of a normal bee solider, but the black stood out more. The stripes on their abdomens had larger black strips than yellow ones. The legs and helmets were the same. Their wings were slightly shorter than normal bees, but that was over looked by their size. They weren't as big as Black Bee, but they were bigger than Spider-Man. The more he thought about it, the more they looked like the hybrid in the bee family. The Killer Bee. After his encounter with Black Bee, he and April did more research of all the bees in the family. Which was more like April researching and Spider-Man not looking at the screen.

"See, Queen was wrong. This spider's nothing special." One bee said.

"Don't let her catch you saying that." The other said.

"Who the hell are you two?" Spider-Man asked, as he stood up.

"We are the Killer Bees twins, Queen Wasp's executioners." The first Killer Bee said, proudly.

 _Queen Wasp, huh? Finally got a name_

"And we're here to see who was snooping in the farm. And we've hit the jackpot." The second said, cracking his knuckles.

"Oh yeah? Try me."

Spider-Man ran at the two, ready to fight. He hoped that this mission would have some action, and he got what he wanted. The twins dodged Spider-Man's punches easily, which shocked the arachnid. The first twin punched Spider-Man in the chest, knowing him back into the second twin. The second grabbed Spider-Man, slamming him into a desk. The first twin then jumped on top of Spider-Man, causing him to scream in pain. Spider-Man grabbed the twins leg, using his strength to throw him off. As Spider-Man got back up, he didn't sense that the second twin was running at him.

He took a strong punch to the face, causing him to fly back slightly. Before he could get far, the twin grabbed onto his leg, and he knew what was happening next. Spider-Man cursed as he was slammed into a desk, then a metal chair.

 _Who has metal fucking chairs in a honey farm?!_

The twin slammed him into one of the glass cases, then a cabinet. Spider-Man was slammed into almost everything in the area, causing more then to be broken and scattered on the floor. The Bee then threw Spider-Man into beakers, causing them to break, along with the desk they were on.

 _Well, I know how Loki feels now. I'm crying. Help me, please._

The first Bee got back up and walked over to his twin. The stared at Spider-Man, who slowly got up. He probably had multiple concussions, but that wouldn't stop him. Death probably would though. The first Killer Bee then punched Spider-Man in the head, causing him to fly into a wall. The second Killer Bee then charged Spider-Man sending them both through the wall. Spider-Man landed on a table before rolling onto the ground. He was really confused. Spidey-Sense wasn't going off, and he didn't know why.

 _'Why isn't my Spidey-Sense working? I would expect this from Spider-Wasp. I mean his name literally spells out "I kill spiders".'_ Spider-Man leaned on the broken table as the Killer Bees walked over to him.

They didn't give him any chance. The two punched Spider-Man, breaking multiple ribs and other bones. They repeatedly beat down the spider, almost playing ping pong with his body. Before Spidey knew it, he was in a spider size crater in the ground. Before even think about getting up, a table was slammed on his back. The two Bees laughed as they toyed with the spider. The first Killer Bee picked Spider-Man up, lowering him onto the ground. The two Bees then punched the spider in the face, breaking the eyes of his mask, and sending him into the wall.

"You shouldn't have gotten in the way, spider." Killer Bee said, as his twin picked up another table. "You can't go against mother. Mother is all."

April couldn't believe what she was seeing. Spider-Man was getting pummeled, and he couldn't fight back. The Killer Bees were so aggressive and wouldn't let up. Spider-Man didn't even get to move before he was hit. The two Killer Bees were acting just normal killer bees, aggressive and as they defeated their queen. Even though there were only two of them, it was just like what a while swarm could do.

As the twin threw the table, Spider-Man's body was covered in a sliver metal. The table broke as it made contact with Spider-Man, who was now in a suit of armor. The suit turned around, facing the two bees. The bees laughed, not threatened at all. The suit then raised a hand, a blue light glowing in the center. The suit fired, showing April that it was a repulser beam. The beam his one twin in the chest, causing him to fly back. The suit then flew toward the remaining bee, punching him in the face before kicking him. The suit then fired another repulser beam with both hands, unleashing loads of force. Before Spidey knew it, he blacked out.

* * *

 **Coming up: April meets The Batgirl**


	6. April meets The Batgirl

**Setting: Spider's Nest**

Jay woke up on the hospital bed in the Spider's Nest, breathing heavily. He looked around, seeing April sleeping near the bed. Jay went to move, only to feel pain. His arm was dislocated. He slowly stood, preparing to put it back in place. He bit onto the side of his cheek as he popped his arm back into place. His plan to not wake anyone up failed as April began to stir.

"Jay?" The brown haired girl yawned as she looked up. "You're awake!"

"Yeah." Jay groaned. "How long was I out?"

"Day and a half."

"Damn," Jay walked over to a chair, sitting in it while putting an ice pack to his head. "What about the Killer Bees? What happened with them?"

"Well, they were kicking your ass for some reason."

"Don't know how, but, my Spidey-Sense didn't work on them. And they were so in sync I couldn't keep up." Jay explained. "How did I get back home?"

"Oh, Swift saved you." April answered, pointing over to the finished Swift armor. "She remotely activated it and took both Bees on herself."

"Well, I guess I'm happy I finished the tech in the suit before I left." Jay said with a chuckle. "Sad i didn't finish the look of the outside though."

"Jaden Emma Lance!" A voice yelled from upstairs, causing Jay's hairs to stand up.

"Oh no..."

"Who's that." April asked before she registered something. "Wait, your middle name is Emma?"

"Don't even."

A red headed woman walked down the stairs, Dinah right behind her. She wore a purple hoodie and black pants. She yelled at Jay as she repeatedly hit him. April looked over to Dinah, who was trying not to laugh at her son's pain. April had never been more confused in her life.

"Are you an idiot?! You promised you wouldn't do that again!" The woman yelled as Jay tried to fight back, failing.

"Ow! Stop hitting me Babs! Ow!" Jay finally grabbed onto the woman's hands. "Look, I'm sorry and I won't-"

"Oh no! Don't you dare give me the "I'm sorry and I wouldn't do it again" line. You and Jason invented that, and you always do the same thing." The woman said, arms crossed, cutting Jay off.

"Okay, fine. Chill out, Babs." Jay said, putting the ice pack back on his head. "My head still hurts."

"I don't care."

"Um, what's going on?" April asked, causing everyone to look at her.

"Oh, hello. My name is Barbara Gordon. Don't worry, I know _this_ rebel personally. Most of his whole life to be exact." Barbara said with a wave.

"Oh, I'm April." April greeted.

"Jay, did you kidnap her?" Barbara whispered, causing Jay to roll his eyes.

"What? No. I'm not Jason." Jay said, slightly offended.

"Jason doesn't do that."

"Yes he does, how do you think the Outlaws were born?" Jay asked sarcastically. "I saved April from a S.W.A.R.M and Lex-Corp deal. She couldn't go back home because they'll still be after her, so she helps out."

Oh, that's cool. What's your code name?" Barbara asked, shocking April.

"Um, Lookout." Barbara gasped and looked to Jay, who shrugged.

"You did not."

"What? Oracle and Overwatch were both taken." Jay said, flipping the ice pack.

"Okay, hold on, I need clarification." April said, causing Jay and Barbara to look at her. "How do you know about... well, this?"

"Oh, April, meet Batgirl." Jay said, motioning his head to the red headed woman.

April's looked to Barbara, then to Jay, and back to Barbara. Her eyes widened as she realized that Jay wasn't joking. She looked over to Dinah for extra confirmation, earning a nod in return. She felt like she could faint. She fell in love with Batman, and his family she secretly dubbed the Bat Family, ever since Batgirl officially joined. She had devoted all of her time into computer science to keep up with their adventures, every single one of them. She knew who each member of the Bat Family were also apart of. So meeting Spider-Man, _and_ Batgirl, was everything she'd ever wanted.

"O-oh! H-Hi!" April stuttered, causing Barbara to chuckle.

"You're a fan I'm guessing?" April nodded quickly.

"That's a first."

"Yeah, she knows all about us. Our first missions, which member joined when. She even knew that you became Oracle after the accident." Jay listed, causing April to blush in embarrassment. "She even made a name for us."

"Oh yeah? What's the name?" Barbara asked, turning to April.

"T-The Bat Family."

"I like it." Barbara hugged April. "If you knew about Oracle, and basically me for Jay, then you must be a computer wiz."

"Y-Yeah! It was my major." April stuttered.

"Alright, Babs, don't tell me you're here to yell at me and flirt with April." Barbara slapped Jay's arm, hurting his bruised body.

"Shut up! I actually came here to ask for help." Barbara said, arms crossed. "Helena's been M.I.A for a few seven days. She hasn't responded to either mine or Dinah's

"Isn't she a spy? She's probably doing spy things." Jay asked rhetorically. "She'll be fine."

"Yes, she is, but-"

"See? She'll be fine."

"Jay, Helena hasn't been seen either." Barbara added. "By anyone."

"Okay, we'll help." Jay said, turning over to Swift's armor. "Just, have to make some exterior changes."

 **Setting: Riverside Edge**

Spider-Man and Black Canary followed Batgirl to the edges of Riverside, close to the ocean that separated Riverside and Bludhaven. Batgirl explained that Helena went to investigate something alone. Her research lead her to Riverside's sewer system. That was when she went M.I.A. Batgirl and Black Canary scaled down the wall to get to the sewer entrance, while Spider-Man walked down, using his wall crawling ability. The three landed in front of the sewer entrance, standing in ankle high water.

"Okay, this is were Helena's signal was before it disappeared. " Batgirl said, pointing down in the sewer entrance.

"Alright, easy. We'll just go in and see if she's there." Spider-Man said, walking ahead. "I'll go first."

Before Spider-Man could walk into the sewers, something flew out, crashing into him, and sending him into the shallow water behind them. Batgirl and Canary turned, ready for a fight. They looked up to see what looked like a giant, humanoid wasp with large wings.

"The hell is that thing?" Batgirl asked, batarang in hand.

 _"It's Spider-Wasp. He's the one that attacked Baxter Tower two weeks ago."_ April explained through the communicator.

"More like an asshole, who sucker punches people." Spider-Man said as he stood back up, water dripping off of him.

"How do we beat him, Web Head?" Batgirl asked.

"I need you two to to go find Helena." Spider-Man said, smirking under his mask. "I got this."

"But-"

"Just go." Batgirl and Black Canary ran into the sewers, leaving Spider-Man and Spider-Wasp alone outside. "I want to test out my new creation."

"You think you can handle me, a general of the Queen's forces? Idiotic." Spider-Wasp said, looking down at Spider-Man, arms crossed.

"Actually, that's exactly what I planned." Spider-Man said, tapping behind his right shoulder. "Don't blink."

Something new materialized over Spider-Man's body, covering him in armor. This was Swift's new armor. Swift's new armor was colored with two colors: black and platinum. It was made up of nth-metal as well as nitinol. The colors are painted on the plates of the armor and each have specific areas and designations on the armors' pieces. The platinum exo-structure is exposed throughout the armor, glowing as it activated. The armor is much sleeker and more fluid than the previous armor model, and there is less segmentation than any prototype Jay had ever made. This is most likely because of the Suit's unique nano-tech generation system, where covering the same surface multiple times would be inefficient and unnecessary.

"Alright! Say hello to Swift Mark II!" Spider-Man said as he flew up to Spider-Wasp's level.

As April looked at the suit, the more she recognized it. She looked over at her desk, seeing the comic book she took from Jay's room. She picked up a book, reading the title. Invincible Iron Man Vol 2 #1. She looked at the Iron Man suit on the cover, then back to her camera feed. She then put the pieces together.

"Jay, did you really read a fictional comic, just to make the suit from it?" April asked, earning a nervous chuckle from Spider-Man.

"What? No." Spider-Man responded. "I just used it as a basis."

"What is this contraption?" Spider-Wasp asked, confused at the suit.

"Your doom." Spider-Man said, raising his hands.

His hands then shifted, turning into what looked like a Repulsor cannon. Spider-Man then fired the cannon, striking Spider-Wasp with a laser. Spider-Man flew toward Spider-Wasp, aiming to punch him, but something grabbed his foot, dragging him down. Spider-Man was slammed to the ground, surprising the spider. He got up, turning to see Black Bee standing before him.

"Ha!" Black Bee laughed as Spider-Man faced him. "I only have pity for bug man."

Black bee brought his battleaxe up before slamming it down on Spider-Man. Spider-Man brought his hand up, the nano-tech creating a shield, blocking the strike. Black Bee didn't let up, slamming his axe down on the hero. Spider-Man waited for an opening, firing a repulser beam at Black Bee's chest, blasting him back. Spider-Wasp had his own laser. He was charging it while Black Bee distracted Spider-Man.

Spider-Man materialized the nano-tech shield once again, blocking the laser. The laser was strong enough to push Spider-Man back. Spider-Man found an opening, spinning out of the blast and flying toward Spider-Wasp. Black Bee stood in his way. "Swift, foot clamp."

The suit's leg began to materialize into a clamp. Spider-Man flipped, his foot connecting to Black Bee's hand and pinning it down. The suit's hand then changed into a energy mallet, slamming into Black Bee's face. Spider-Man looked over at Spider-Wasp, who had charged his laser again. Five missile shot out from Spider-Man's back, hitting Spider-Wasp before he could fire.

"Whoa! The new suit is amazing!" April said, ecstatically. "It even has a HUD! What are you gonna call it?"

"Thanks, I made it so I can take on any hero from Superman to Plastic Man." Spider-Man flew into the air, dodging Black Bee's battle axe. "Gotta go!"

"Energy displacer cannons," Spider-Man's hands materialized into displacer cannons, aimed right for Black Bee. "With displacer sentries!"

Four half moon shape sentry turrets came out of Spider-Man's back, also aiming at Black Bee. Spider-Man fired, barely harming Black Bee, who pushed against the beam. The four turrets fired as well, meeting the main blast and creating a stronger beam. The beam exploded as it fully collided with Black Bee. Spider-Man dodged a laser from Spider-Wasp, firing a repulser beam back at him.

Spider-Wasp dodged the attack, flying straight towards Spider-Man. He looked at his hands, smirking as he got an idea. "Next weapon test: Nano-Handblades."

Spider-Man's hands turned into blades as he flying toward Spider-Wasp. The two clashed, nano blades against metal stingers. Spider-Man had the upper hand, easily beating Spider-Wasp in sword combat. Spider-Man then stepped it up, his bladed hands turning into a Energy blade. Spider-Man cut through Spider-Wasp's stingers before something pulled Spider-Wasp back.

Spider-Man looked down to see a hooded figure. The figure also wore what seemed to be a cloak that connected to the hood. They had spider web like patterns on their legs. And whoever it was, was kicking the shit out of Spider-Wasp, like they've done it before. The figure threw Spider-Wasp into the wall, watching as Spider-Man landed.

"Who the hell are you?" Jay asked as the suit materializing off of his body. As Spider-Man got a better look, he could see that the figure was a woman.

"There's only one way for you to be able to fight them." The mysterious woman said as she stood in between the two groups.

"Beat who? Black Bee and Spider-Wasp? I mean, sure this was my first time actually fighting Spider-Wasp, but I just kicked both of their asses. Until you finished it."

"No, I am talking about the twins. You have to use your cry. It's the only way." The woman said.

"My cry? How do you know about that?" Spider-Man asked, web shooters aimed at the woman.

 _"Jay, her tech in unbelievable. It's unlike anything I've seen or heard about."_ April explained in awe.

"Hey!" Batgirl's voice called out from the sewer entrance. "We found Helena!"

"Who's this?" Canary asked as they walked the beaten Helena out of the sewers.

"That's what I want to know." Spider-Man said, a glare hidden behind his mask.

"I will explain, just not right now. Trust me, I won't betray you." The woman said before throwing a smoke bomb, blinding everyone.

"Dammit!"

"What? You're mad that she out Batmaned you?" Batgirl asked, earning a groaned from Spider-Man.

"No, I'm mad that they're another spider out there beside me!"

 **Setting: Underground Tunnel System**

"How were you two beaten by Spider-Man?" A voice asked from the shadows. "I don't understand how you two were able to out smart him and break his arms, but now you come back defeated. Explain yourselves."

"W-Well, there was another spider, my queen." Spider-Wasp stuttered as he took a knee. "She knew exactly how to beat us, and she taught Spider-Man how to beat the Killer Bees."

"Another spider you say? Interesting." The voice said. "It doesn't matter. She won't stop my plan."

The two Killer Bees looked up as they heard foot steps. "None of them will."

What the three didn't know, was that there was someone watching them from a air duct. It was the spider they were talking about. She knew where S.W.A.R.M's base was and she came here to learn. She came here to help. She was here to save the future.

* * *

 **Coming up: Spider of the Future**


	7. Spider of the Future

**Setting: Spider's Nest**

Jay paced back and forth in the cave, wondering what he just saw. There's another spider, and she knows about his other power. Barbara left hours ago, thanking them for their help and taking Helena home. April got Barbara's number, and she was still texting her, talking about whatever they talked about. None of that mattered to Jay, though. He thought of loads of things, from someone else getting bit by the same spider he got bit by to Black Spider recreating the situation to create a spider army. Those thoughts didn't include of how this new spider knew of Jay's sonic cry, so he dumped them, trying to come up with new ones.

Dinah walked up to him, spooking him when she lightly tapped him shoulder. "Hey, you okay?"

"Yeah...yeah, I'm fine." Jay said, resting his hands on a table. "I just... I just don't know how to feel."

"I know how you feel. For all you know, she could be your-"

"Don't say it! Please, don't say it." Jay pleased, hands over his ears.

"What?" Dinah laughed, unable to hold it in. "You're scared of the possibility of you having a daughter?"

"Yes!" Jay answered. "I don't know who the mother is, I don't know how old she is, I don't even know her name!"

"Calm down," Dinah said, rubbing circles on Jay's back. "You sound like a mother."

"I know." Jay dragged his arm across his face before slamming it on the table. "And I hate every second of it."

"Guys!" Jay and Dinah looked over to April, who was eating a burrito while typing on the computer. "A beacon was picked up."

The two heroes walked over to April, standing near her chair while looking at the location of the beacon. "It's her. Has to be."

"Right, time to get some answers."

 **Setting: Riverside**

Spider-Man swung his way to the second tallest building in Riverside. He landed on the building's roof, seeing the female spider, dangling her legs off the edge. He slowly walked over to her, watching as she sat. She looked over her shoulder, looking at Spider-Man, before patting the spot next to her. Spider-Man sat down next to her, taking his mask off. They was no point in leaving it on. This new spider new his identity, and they were to high up for someone to see.

"Look, I'm just going to start asking questions." Jay said, the woman nodding in response. "Who are you and how do you know who I am, or can you not tell me?"

"I can't tell you who I am, but I can tell you how I know you. Not in much detail, though." She answered, looking out to the city. "You raised more for 14 years of my life."

"You're fourteen?!" The woman laughed at Jay's panicked question.

"No, I'm twenty-four. You just raised me for 14 years of my life."

"Oh, okay." There was silence between them, as they looked at the city. "Who's your mom?"

"That I can't tell you," She said, leaning back on his hands. "It's complicated."

"Uh, does that mean-"

"I know what you're thinking, and what you're about to say," She interrupted, cutting Jay off. "And the answer is no."

"Okay, last question, for now. When do I meet you?"

"From now?" Jay nodded, looking at the woman. "I'd say, four months."

"What?!"

"Don't worry, it'll be a slow four months for you." She said, before standing. "Like I said before, the best way to take down the Killer Bees is your sonic cry."

"I'll keep that in mind."

"I know I shouldn't do this, but here," The woman handed Jay a paper.

"Adversa's Inventors Reunion Party? What's this?" Jay asked, reading the address on the paper.

"It's a faster why to help you figure out who their queen is." She answered, Jay's eyes widening at the response. "And it's not really a reunion."

"Thanks for the advice, but..." Jay stood and turned, only to see that the woman was gone, leaving behind a burn mark. "Never mind, I guess."

 _"Jay,"_ April's voice came in. _"Dragonfly and Bull are working together to high jack a heavy armored boat near the ship yards. There's also a large spike of strange activity in the waters around the boat. I suggest you get there quickly."_

"Right, I'll be there in 3 minutes."

 _"How did the talk with the new spider go?"_

"Good, don't worry about it." Jay said, pulling his mask on.

 **Setting: Riverside Ship Yards**

Spider-Man landed on a building, seeing that April was correct. Dragonfly and Bull were attacking a heavy armored boat. Dragonfly was flying over it, keeping most of the rockets trained on him, while Bull got into position to run into the boat before it left the docks. Spider-Man looked at the boat, scanning to see what could be inside the boat, which didn't work. Once he ran out of options, Spider-Man swung in.

He swung down to Bull first, being that he was the most dangerous one. The big man look over at Spider-Man, smoke blowing out of his nose as he was getting ready to charge. "I'll squash you, bug."

"Arachnid!" Spider-Man corrected before Bull charged him, on all fours.

Spider-Man instinctively raised his hands up, connecting them with Bull's horns. Bull was strong, one of Spider-Man's strongest enemies. So, he wasn't surprised when he felt that he was being pushed towards the water of the ship yard. Spider-Man planted his foot into the ground, using all of his strength to lift and throw Bull into the water. Spider-Man then quickly shot an electric web in the water, shocking Bull and defeating him.

Spider-Man looked over at Dragonfly, who was still dodging missiles and bullets. He swung over to the villain, tackling him and onto the boat. Before Spider-Man could even attack, Dragonfly was launched over the side by from water. Spider-Man shrugged as he ran over to make sure the items on the boat were safe. Spider-Man jumped up on a pole on the boat, dodging a stream of water. Spider-Man looked into the water, seeing something swimming in the water. It moved faster than any normal sea animal. Spider-Man didn't see a fin, so he didn't think it was a shark. He didn't think it was Aquaman either, he would've came top side by now. He looked over as he heard Bull land on the ground, knocked unconscious and soaked.

"April, about that strange activity in the waters," Spider-Man watched as something jumped out from the water and onto the boat, rocking the whole thing. "I think I'm about to figure out what it is."

A tall, muscular, man landed in the middle of the boat. He had black hair, and webbed fingers and toes, giving Spider-Man the clue that he was Atlantean. He wore black Atlantean like armor that started from his shoulders to his right arm. He wore gray pants, which also had the same Atlantean armor on the left side. He also had a fin on his back, that started from the back of his head and ended at the end of his spine.

"Hey, uh, are you a good guy or..." The Atlantean turned to Spider-Man as he set foot on the deck.

"You, land dweller," The Atlantean said, pointing a sword at Spider-Man. "Where is the Trident of Oceanus?"

"What?" Spider-Man questioned. "Why do you want the pitchfork of a titan?"

"It's not a pitchfork you idiotic human," The Atlantean yelled, growling at the hero. "With it, I will take Atlantis and rule it how it showed be. And then, I will declare war against the surface world, and claim it as my own."

"Huh, another person who was to rule Atlantis." Spider-Man shook his head, face palming. "Shouldn't you be Aquaman's problem?"

"That half-breed of a king doesn't know how to rule, and I will prove that, by killing him." He said charging at Spider-Man.

"Not without shoes you won't," Spider-Man said, dodging a sword strike. "Please cover those up, they look nasty."

"How dare you insult the future ruler of Atlantis, Titano!" Titano yelled, swinging his sword about.

"Sorry, not sorry."

Spider-Man blocked strikes from Titano's sword, while also punching the Atlantean. Titano shrugged the punches off, not feeling the pain at all. Spider-Man forgot that Atlanteans had tough skin. Spider-Man dodged Titano's sword strikes, which caused him to slice items of the boat. Titano thrusted his sword at Spider-Man, who dodged it. He grabbed the blade with one hand while using the other to break it. He then kicked Titano back, launching him into a crate.

"What are you gonna do without your sword, huh?" Spider-Man taunted, while he kept himself in fighting stance.

"That's fine, I don't need a sword to kill a land dweller," Titano said, throwing the broken sword away before charging Spider-Man. "Especially a filthy arachnid!"

"At least someone got it right."

Spider-Man and Titano went into hand-to-hand combat. Titano threw punches, which Spider-Man easily dodged. Spider-Man blocked a strike, using his other hand to hit Titano in the face. Spider-Man kicked Titano in the back of the leg, knocking him down to one knee. Spider-Man ran at Titano, ready to punch him. It was already to late when Titano grabbed Spider-Man and threw him in the water.

Spider-Man squirmed around for a few seconds before slowing down, and activating his rebreather. Seconds later, Titano dove into the water, swimming around Spider-Man like a shark. Spider-Man tried to punch the Atlantean as he striked him, faster than he did on boat.

"You think you can fight an Atlantean, in the ocean? I was born here. This is my territory!" Titano said, swiftly punching Spider-Man into the rock wall.

Titano began to repeatedly beat down on Spider-Man, who was helpless to defend. Unlike Titano, he was slow underwater. Spider-Man tired to punch Titano, only to be kicked further into the wall.

 _Hell no, I'm not losing another fight._

Spider-Man then activated the taser he put in his emblem, shocking Titano. Titano smirked as he looked down at Spider-Man. He absorbed the electricity on the taser, using it to beat down on Spider-Man. Titano backed up, having thought that Spider-Man had enough. He started swimming back up to the boat. Spider-Man quickly tried to punch Titano, only to have his punch caught by Titano. The Atlantean then threw Spider-Man back into the wall, knocking him out.

 _"Jay, Jay are you okay?"_ April asked, waking Spider-Man up.

"Yeah! Yeah I'm fine."

Spider-Man noticed that he was wearing the Swift armor. He silently thanked the AI before flying up and out of the water. He landed on the boat, seeing that all of the crates and boxes were broken or destroyed. Spider-Man looked around, finding a safe in the middle of the boat. It seemed to have been pulled out from underneath the deck. Spider-Man also noticed that it was opened as well.

 _"Good, you went silent on me. Did you subdue Bull and Dragonfly?"_

"Yeah, cops already have them." Spider-Man said, looking over at Bull and Dragonfly getting arrested.

 _"What about the strange water activity? You said you figured out what it was."_

"It was an Atlantean. Calls himself Titano." Spider-Man said, looking at the way Titano's foot prints started and ended at. "He was after something called the Trident of Oceanus, and he escaped with it. But I'm going after him."

 _"It says the trident can manipulate the forces of water, and it can do certain things to the weather. Summon lightning, and cause hurricanes." April said, as Spider-Man flew over the water, losing Titano's tracks._

"Alright, learn as much as you can, I'll see if I can't get it back." Spider-Man said scanning the waters.

 _"Right."_

Spider-Man flew over the water, scanning the area. He couldn't figure out were Titano went and it was starting to piss him off.

"Shit, I can't track him underwater." Spider-Man said as he fly with the help of Swift Mark II.

 **"That is no problem."** Spider-Man heard Swift's voice, seeing that new data was being written in the HUD.

"What? Swift, what are you talking about?" Spider-Man asked, confused on what he was reading.

 **"I am creating and installing water resistance to the armor. I'm making water resistant plating with the nano-tech, as well as tracking for Atlanteans."** Swift explained, Spider-Man letting out a quiet gasp in response.

"You can do that?" Spider-Man asked.

 **"Well, I am connected to the armor after all."**

"Far point."

 **"Attachments installed."**

"Alright! Let's dive!" Spider-Man said before flying down into the water, thrusting forward toward Titano's location.

Spider-Man caught up with Titano pretty quickly. He fired his repulsors at the Atlantean, who dodged them easily. Titano turned, trident in hand. The trident had three white spear heads, and a blue handle. Titano use the trident, sending blasts of water toward Spider-Man. Spider-Man rolled out of the way, firing Micro-Missiles at him from the shoulder launchers. Titano used the trident to create a water shield for himself, protecting himself.

"You cannot defeat me with your surface world technology." Titano said, launching a water constructs of a sharks at Spider-Man.

Spider-Man sliced the sharks with Micro-Lasers, surprising Titano. Spider-Man activated the Energy Mallets, slamming them into Titano. Titano flew back, greatly harmed by the mallets, which he wasn't expecting. Spider-Man continued to activate the Energy Displacer Cannons with Displacer Sentries, firing them directly at Titano. Titano swam around the blast, striking Spider-Man in the side.

Spider-Man recovered, activated the Repulsor Cannons and firing down of Titano, circling around him while firing down. Suddenly, Titano was slammed by a golden weapon, pushing him to the side. Spider-Man looked over to see Aquaman fighting Titano, trident vs trident. Spider-Man looked up, seeing a giant shadow above the water. He flew out of the water, almost crashing into the Batwing, using his Back Stabilizing Thrusters to avoid crashing.

"What the fuck are you doing here?" Spider-Man asked, landing on the Batwing.

"We were called in." Batman stated simply. "We'll handle Titano."

"That wasn't an explanation, Bruce!" Spider-Man countered as the Batwing flew off.

"Don't worry, Spider-Man." A voice said from behind Spider-Man, causing him to turn around to see Superman. "We'll handle it from here."

"Hey, Supes." Spider-Man greeted Superman, waving as Wonder Woman flew up next to them. "Can I get an explanation for why you guys were called in."

"Right," Superman started as Green Lantern, Martian Manhunter, and Hawkgirl fly past them to assist. Spider-Man looked down to see the Flash run across the water. "We got call in when the Trident of Oceanus was stolen."

"Yeah, I was on that but Titano got the better of me for a few minutes. I had it handled, though." Wonder Woman placed her placed her hand on Spider-Man's now armored shoulder with a smile. "But if the Justice League wants to takeover, then be my guest."

"You did well, Spider-Man. We are sorry for stealing your fight, but this is League business now." She informed, Spider-Man nodding in response.

"Thanks, Diana. It's fine, I understand. Just tell Bruce to send me the info," Spider-Man said before flying off. "Or I'll just steal it from him!"

Spider-Man heard the two chuckle before he got far away from the ocean. He was upset that he didn't get to settle the score he now has with Titano as soon as it started but, it's Justice League business now. He couldn't do anything about that. He landed on the first building he came across in Riverside, retracting the Swift armor, pulling out the piece of paper the other spider gave him.

 _"Hey, I heard the Justice League took over the fight with Titano."_ April said with a little bit of excitement. _"You're so lucky!"_

"It's not that big of a deal, April. I meet them almost everyday. I was raised by one, remember." Spider-Man responded still looking at the paper. "Doesn't matter anyway, 'cause we have a party to go to."

* * *

 **Coming up: Infiltrate**


	8. Infiltrate

**Setting: Aversa's Inventors Party**

"Thanks for helping me with this, Artemis."

Outside of the building the party was being held in, there was a black Nissan Skyline Gtr R34, parked in the shadows. Inside the car were two people. Jay Lance and a blonde haired woman named Artemis Crock. She wore a simple gray shirt and jeans while Jay a hoodie and black ripped jeans. They both had their costumes underneath, just in case. They watched as men and woman walked into the building, wearing causal clothes.

"No problem." She responded, attaching her collapsible crossbow under her shirt sleeve. "You okay? You seem tense."

"Yeah, just stressed." Jay answered, gripping the wheel.

"Yeah? What happened?"

"Well you know about S.W.A.R.M, that's a part of it." Jay admitted. "I also saved this girl named April, she's basically my version of Oracle."

"That's...interesting."

"It's not what you think. I'm not Dick." Jay said with a chuckle. "I also met this girl. Not in that way!"

"Wasn't going to say anything, but okay." Artemis said, hands up in defense.

"She was from the future, and she was a spider, like me." Jay said, leaning back in his seat. "She said she wasn't my daughter but, it's still hard to not believe. She also said that we would meet in a couple of months."

"Well, sounds like you're going to have fun in a couple of months." Artemis said, opening the car door and walking out.

"Yeah... woohoo." Jay said, sarcastically as he walked out of his car and locked it.

"Here, take these." Artemis handed Jay a pair of clear contacts, which he took.

"What are they?" Jay asked, putting the contact in his eyes. "Oh... What the fuck~"

"They're to keep in contact with Oracle and the team during missions, without having to talk. We are a _covert_ team." Artemis explained as a holographic screen popped up in front of Jay.

The screen had a video of the camera feed from inside the building. On the left side of the video feed, was three circles. One had an eye, the next had an arrow, and the last one had his spider symbol.

"Oracle's going to monitor us while we work."

"Cool."

The two went inside the building, seeing everyone mingling and drinking wine. They all wore causal clothes. There were many exhibits with inventions on them. Now Jay knew why it was an "Inventors Party", everyone here was some kind of an inventor. Jay and Artemis split off, carrying out the mission. Jay looked at the inventions as he walked around. He saw a metal suit, that looked like it was made for the military. The model looked familiar, but he didn't press into it. There was also large missile. Jay scanned the missile, seeing that it was disarmed and had nothing dangerous inside. Jay turned away from the missile and towards the crowd of people.

He looked around and saw someone watching from the stairs. The person was a woman, and she was smiling as she watched everyone talk and admire the exhibits. She even greeted people as they walked by her, which made Jay guess that she was Aversa. She had long, pitch black hair, that flowed as she looked side to side. She wore a dark red dress, making her stand out in the crowd of causal clothes.

Aversa scanned the room, looking at the crowd. She stopped when her eyes landed on Jay. Jay looked away before she spotted him and waited a few seconds before looking at her. She smirked, at him, which Jay found suspicious rather than inviting. Jay politely bowed, which she gracefully returned. She started walking down the stairs, and Jay knew she was coming towards him. He was a Wayne, in a crowd full of "lower class" people in some people's eyes. People were going to be surprised when they recognized him.

Before she could reach him, Jay informed Artemis. He pulled up the holo screen, opening the chat box. _"Arty, red dress, my 12."_

 _"I see her. She looks nice, nice enough to date."_

 _"I'm not here for a date, Arty. I'm here to stop S.W.A.R.M."_

 _"Yeah, yeah. You think she should be on the suspect list?"_

 _"Yeah. I feel my Spidey-Sense going off, but the feeling's low."_

 _"Spidey what?"_

 _"Oh, it's the thing that allows me to dodge and block attacks before they hit me."_

 _"That's why you were going good in fights."_

 _"No, I was trained by Batman remember? Alright she's here, brb."_

Aversa walked up to Jay and he instantly gave her his attention. "Jaden Wayne. Didn't think you'd come here."

"Yeah, well, I am technically an inventor. It's what I went to school for." Jay responded, with a smile.

"Well, I should introduce myself. I am Aversa Whitton, the new CEO of Whitton Inc." Aversa introduced, shaking Jay's hand. "And I obviously know who you are."

"Yeah, I've heard of you. Daughter of William and Celeste Whitton. The prodigy of inventors." Jay responded, putting on his best interested look.

"I wouldn't say prodigy. I just wanna help innocent people so they can protect other innocent people." Aversa said, with a smile.

"I can see that. Making armor for the military, and I guessing that it helps them battle against Superhuman threats, like Spider-Man."

"Oh no! Unlike some people in this city, I like Spider-Man." Aversa said. Something about it seemed off to Jay, like she was lying, but also not. Jay would have to thank Bruce for teaching him and Dick how to read people. "Instead of doing bad things when he got his powers, he risks his life to protect this city that he wasn't even born in. I respect that, and I couldn't do that if it happened to him."

 _"Sounds like someone has a fan."_

 _"Shut it, Arty."_

"Yeah, I couldn't either." Jay responded, rubbing the back of his head.

"Well, thank you for coming. If you have questions, just ask." Aversa said, Jay nodding before she walked away.

 _"Still think she's a suspect?"_

 _"Yep."_

 _"Okay, I'll put her as number 1. I also have some suspects of my own."_

 _"Alright. Le'ts meet up and tal..."_

 _"Jay?"_

Before Jay could react to his Spidey-Sense, he was punched by a large armored fist. Jay went flying into the wall as the owner of the armored fist broke out of the wall, causing a hand full of people to scream as they ran to the exit. Jay pulled himself out of the wall, seeing Black Bee standing before him. He also looked around, seeing a majority of the people who were attending the party stood still, like they weren't scared. They all turned toward Jay, who could see that their eyes were glowing pink. They all stood like they were being controlled.

Jay almost threw up at what happened next. The people ripped their skin off, revealing yellow and black armor. Jay understood what was happening now. These were S.W.A.R.M soldiers. The more he looked at them, the more they looked like Worker Bees. Once they finished ripping their skins and clothes off, Jay looked back to them. Jay scanned the situation. It was him, and Artemis, vs Black Bee and a room of Bees.

 _Great_

 _"Jay... Who's the giant man in a bee suit?"_

 _"Black Bee... Don't ask."_

 _"Well, I think we're in trouble."_

 _"Yeah... S.W.A.R.M knows who the Spider-Man really is."_

Jay tapped his chest, allowing his costume to peek through his clothes. He looked over to see Artemis returned, as Tigress. It was now Spider-Man and Tigress vs Black Bee and a room full of Worker Bees.

 _That's better, I guess_

The Worker bees attacked, pulling out guns and firing at Spider-Man. Spider-Man proceed to run away, towards the wall behind him, dodging the blast. Spider-Man jumped onto the wall, pressing his foot onto the wall. Spider-Man pressed off, back-flipping over the Worker Bees. He fired a Web Bomb at the bees, remotely exploding it as he landed in front of Black Bee. Spider-Man looked up at Black Bee, smiling underneath his mask. He stood up straight.

"What that cool or what?" Spider-Man said as Black Bee went to attack.

"Mother is all! Mother is-" Black Bee swung his axe at Spider-Man, only to be tackled to the other side of the room.

"What was that?" Spider-Man asked rhetorically, looking over to Black Bee. "Thanks Swift!"

Black Bee struggled as the Swift armor blasted him with her repulsors. Swift circled around Black Bee as she fired her repulsors down on him. She grabbed him by the arm and threw him through the roof of the building.

Swift turned to Spider-Man, waving to him, before she flew up and out of the building. Now it was Spider-Man, Tigress, and Swift vs Black Bee and a room of Worker Bees.

 _I like those odds_

Reacting to his Spider-Sense, Spider-Man caught something in his fingers before it could harm him. He pulled the thing closer to him, seeing that it was a playing card. Specifically, it was a joker with web like patterns drawn all over it. Spider-Man looked at it, confused, his teardrop shaped eyepieces squinting inwards.

"What the fu-Wait." The card glowed purple before it exploded, sending Spider-Man across the room. Spider-Man caught himself, looking at the stairs to see a man at the top, holding more cards. Spider-Man knew exactly who this was.

"Torm?" Torm wore a black leather jacket, a white t-shirt, dark green cargo pants, and black boots. "The hell are you doing? You're supposed to be on patrol."

"I'm not Torm!" Torm yelled, causing Spider-Man made to roll his eyes as he threw more cards. "I'm the Card Man!"

"We need to get you a better name." Spider-Man sighed as he simply dodged the cards, not even being effected by the explosions behind him.

Spider-Man kept dodging the cards as he checked on Tigress, who was doing perfectly fine against the Worker Bees. Spider-Man turned back to Card Man, launching an Impact Web at him. Card Man was webbed to the wall. He struggled, trying to break free, but to no avail. Spider-Man webbed his mouth before he could talk. He jumped down the stairs, sliding down railing and in front of the webbed up Worker Bees. He walked up to them, knocking on their helmets.

"Yo! I'm just gonna straight up ask, who and where is Queen Wasp?" Spider-Man asked, looking the Bees in the face.

"Mother is all..."

"What?"

"Mother is all!" The Bees yelled simultaneously, causing Spider-Man to back up away from them.

A few seconds later, Tigress ran up to Spider-Man, telling him that she was finished with her fight. Spider-Man nodding looking at the webbed up Bees. A crash caused the both of them to look at the middle of the room. The Swift armor hovered above an unconscious Black Bee, before the giant suddenly disappeared. Swift nodded, flying out of the building and towards the Nest. Spider-Man kept looking at the Bees, replaying that phrase in his head.

 _"Mother is all."_

* * *

 **Young Justice came back, so Artemis gets to be in this chapter. This is the Season 3 Artemis, just six months before it all starts.**

 **The Worker Bees are like actual worker bees. They listen to their "queen" and do whatever she says. But unlike actual worker bees, they can blend in to their surrounds. Being able to slip into society and be undetected. They gain information and inform their queen. The Worker Bees can be mind controlled humans, willing humans, or humanized bees. They're basically S.W.A.R.M's extendable pawns and goons.**

 **Torm the Card Man is a villain of Spider-Man. He has the power to put more kinetic energy into any object that it originally had. When he throws that object, it explodes on contact. He's really not a threat, to anyone.**

 **Also, If you want, take guesses on who the spider from the future is.**

 **Coming up: Gargoyle**


	9. Gargoyle

**Setting: Spider's Nest**

Jay was sitting at the Main Computer, reviewing his fights with S.W.A.R.M. He still couldn't believe that Queen Wasp outsmarted him, and ambushed him, without him even thinking about it. He really has lost his "Bat Touch". He groaned as he saw his fight with the Killer Bees, wanting to forget that moment. He switched the display screen, only playing the voices from the audio track, hearing them all say the same phrase at least once. "Mother is all". He was so frustrated and concentrated that he didn't hear someone walk down the stairs.

"What are you still doing up?" Dinah yawned as she walked down the steps. "You're supposed to be resting."

"I'm trying to figure out Queen Wasp's game." Jay responded, typing in inputs on the computer.

"What have you come up with?" Dinah asked as she read the screen. ""Mother is all." What does that mean?"

"Don't know. It's what the Worker Bees, Black Bee, and the Killer Bees kept saying." Jay answered, shrugging.

"Where did I go wrong?" Dinah said, shaking her head.

"What do you mean?" Jay asked, looking to Dinah

"You're down here, trying to figure out why someone is saying three words." Dinah laughed, while Jay nodded his head in response.

"Probably when you let me be trained by Batman." Jay laughed, turning back to the screen. "I've been trying to find a connection for eight hours, but it's not working out. It's making me feel like I haven't been trained to be a detective all my life."

"Don't be so hard on yourself. I bet that even Batman wouldn't be able to figure it out..."

 _That's a stretch_

"...immediately."

 _There it is_

"I mean, it seems strange that…" Jay tuned his mother out as the phrase kept playing in his head.

 _Mother is all_

Jay couldn't place his finger on it. It sometimes sounded like what someone would say if they were being mind controlled.

 _Wait a second..._

"I got it!" Jay yelled, scaring Dinah out of her ramble.

"Really? All I said was that Queen Wasp could get some therapy."

"No, I mean I figured out why the Bees keep saying that phrase." Jay explained. "There are certain insects that can, in a sense, mind control another bug in order to impregnate them with its offspring so that the offspring can eat the big from the inside out."

"Okay, why are you telling me this?" Dinah questioned, clearly not liking the subject.

"Because that's what Queen Wasp really is." Jay said, pulling up images of bugs. "Something must've happened and it gave her a humanoid body. And she used her new body to gain an easily controlled army of..."

"Bees." Dinah finished.

"Yes! She must've made them humanoid and controlled them, and instead of impregnating them, she just made sure that they would stay as her loyal subjects. Because the Workers at the party all had glowing pink eyes rather than the normal ocelli and two compound eyes." Jay said, feeling slightly accomplished. "Now I just need to find out her endgame, and what kind of parasite she is."

"But if she's not a bee, then how is she making more bees, other than using beehives. There aren't many bees here in Riverside. It's too cold for them."

"I'm not sure. Maybe she found a queen and is forcing her to make bees." Jay thought aloud.

"You'll figure it out, I know you will." Dinah said, with a smile. "Now, go to bed before I make you."

Jay chuckled at that. "You have patrol in the morning."

"Yeah, yeah."

 **Setting: Fixer Labs**

There was a man in a secret lab in the Fixer Labs in Riverside. He wore a white lab coat and had dark brown hair. He rushed all around the lab as he worked on his experiment. This man was named Vlad Dander, or Professor Dander. While the Lab was closed for a holiday he had long forgotten, he was down in a secret wing working on his experiment. His experiment, gaining powers. He wanted, needed power to take down Spider-Man and prove him to be a fraud and villain. Vlad had always hated Spider-Man, ever since he showed up to Riverside. He agreed with some of the public that they didn't need a vigilante, especially one from Gotham. This experiment would enhance his physical abilities and intellect, while also giving him the power to defeat and over through Spider-Man.

"Dammit!" He yelled, furiously. "What is the damn chemical mix?!"

He had been struggling to find the correct chemical compound to complete his serum. He slammed his desk and threw the extra vial in his hands. He turned as he heard his computer beep. The screen displayed a bee wallpaper, which confused him. It started to static, slowly displaying a message, telling Vlad exactly what he needed. Vlad didn't question it, writing down the formula and began working.

Vlad carefully poured liquid into beakers, turning the original purple liquid into a gray. He put the liquid into the Chemical synthesizer, turning away to work on another thing. As he did so, he didn't notice that the liquid synthesizer was spinning out of control. When he did turn, it was too late. The chemical exploded in his face, and his body. He screamed in pain as he felt his skin burn and his body morph.

He quickly got up and ran to a mirror. What he saw in the mirror shocked him. His skin was turned gray, and turning into scales. His eyes became larger and pointer while his ears became small and goblin like. His chin grew horns and his eyes became blood red, without pupils. He screamed in pain once more as he started to grow dragon like wings and horns on his head.

He gripped his head as he felt his brain expand. The serum increased his intelligence, as intended. He grabbed onto a chair and broke it with ease. His physical abilities were also enhanced. He looked over to a rack, holding silver armor with a black suit underneath. He smiled devilishly as he knew what needed to be done.

"Time to die, Spider-Man."

 **Setting: Rooftop**

 _"You know this is just a patrol, right? You don't have to do anything dangerous."_

"Yeah, yeah. I know. But everything I do is dangerous so..."

Spider-Man stretched on top of a building, enjoying the view and smell of Riverside. Like he was told yesterday, today was the restart of his patrol. He did them daily, but S.W.A.R.M got in the way of that. He walked up to the edge, planning out his swing pattern. He walked to the other side, preparing to get a running start. He was getting flashbacks to when he first became Spider-Man, to his first swing around Riverside. The times when he almost died by jumping off a roof.

He took a deep breath, before running and jumping off the building. He did a flip, closing his eyes and sending April's nerves off the charts. He then let himself fall, like he was passed out. He smiled as he heard April call him name in a panic as he spiralled out of control. In an instant, he flipped over, straightening himself out and nose diving down.

Spider-Man extended his hand out, webbing onto a near by building. He flipped onto the next building, running across the rooftop. Spider-Man used his physical abilities and jumped from one side to the other, landing on a vent before pushing off it with both hands. He did a sideways spin in the air before launching a web to pull him forward. He used the force to pull himself onto a railing, which he skidded across for most of the way before pulling himself forward with more webs. He flew past a small public garden on a roof, the people waving and cheering as he pasted.

Once he was over the roads of Riverside, he did an extra sideways spin before launching another web to a building. He swung by some civilians on the ground, who also cheered as he swung past. For a better swing in the long run, Spider-Man swung low to the ground, using his hand as a steering wheel as it ground against the floor. He used his webs to flip over a taxi cab while also landing on an oil truck, running across it. Spider-Man extended both hands out, webbing onto the two buildings he was in between.

He used those webs as a slingshot, launching himself higher into the air, spinning in the air like a top. "Helloooooo Riverside!"

"You are insane!" April yelled out her nerves. "You could've died!"

"I know."

"And you're okay with that?!"

"Yeah?"

"I need a break."

Spider-Man swung throughout the city, spinning and flipping as he did so. He had been a while since he just swung around. He did many over dramatic flips in the air, which caused more people to cheer and happy as he swung by. Spider-Man turned the corner, using his webs to turn more efficiently. Spider-Man landed on the roof, running across the rooftops. He ran over towards the vents and air ducts, jumping over them. Spider-Man jumped off the roof, continuing his swinging pattern. He pulled himself onto the edge of another building, perching on the corner.

"You done with your break?"

"I can't believe you." April responded with a groan. "You gave me a heart attack."

"I just don't know why you thought I'd let myself fall all the way." Spider-Man said, with a smile. "I mean, I can't land on my feet. I'm Spider-Man not Cat-Man."

"You're not funny."

"Damn, and I tired so hard."

Spider-Man scanned the city from the rooftop, seeing people happily walking by, cars speeding by, and planes flying perfectly. He scanned thoroughly, making sure nothing bad was happening, until his Spider-Sense went off. As an alert, not a warning. "10-80. We got a stolen vehicle on the move down on Fourth Ave and Rosework."

"You hear that?"

"Yeah," Jay said, flipping off the roof and swinging into the fold. "I'm on it!"

Spider-Man caught up with the chase pretty quickly and easily. The gun shots and sirens helped a lot. He swung over, until he was in the same lane as the chase. He swung along with the police and runaway car, following the chase around corners and alleys. He eventually pulled himself forward, landing on a police car.

"Hey Captain Snow!" Spider-Man greeted, poking his head into the window.

"Spider!" Snow yelled, shocked at the hero's appearance. "Stop being friendly and go catch the car!"

"You got it!" Spider-Man flipped off of the car, webbing onto the runaway car.

Spider-Man landed on the middle of the roof of car, scaring the thugs inside. One stuck out his arm from the window, firing a pistol at Spider-Man who dodged the bullets and moved over to the window. He waited for the thug to reload, watching as he stuck his arm back out. Spider-Man punched the thug in the arm, causing him to scream and drop his gun. Spider-Man grabbed his arm, throwing him out before webbing him away. Spider-Man jumped back to the middle, seeing the next thug stick his arm out. He instantly grabbed the thug's arm and threw him out of the car, webbing him to a nearby wall.

The last thug, the driver, stuck his arm out of the window, firing randomly as he didn't know where Spider-Man was currently. Spider-Man jumped off the roof, grabbing onto it and swinging into the driver. The action forced the driver door open, sending the driver, and Spider-Man through the passenger door. Spider-Man reacted quickly, webbing the driver to a wall while moving back to the roof of the car. Once the car started to spin out of control and tip, Spider-Man immediately jumped forward, turning just in time to catch the car before it sent itself flying. Spider-Man set the car down as the police cars came to a stop around him.

Captain Snow stepped out of her car, along with her officers. The officers walked over to the webbed up thugs, while their captain walked over to Spider-Man. "One day we won't need you, Spider-Man."

"Yeah? That'll be the day all crime becomes legal." Spider-Man responded, turning towards the woman.

"You mean when the world ends?" Captain Snow chuckled. "You may be a "menace" to the higher ups, but at least you're a good person behind that mask."

"Yeah, I guess." Spider-Man said, waving before swinging away.

...

Spider-Man continued his patrol after stopping the runaway car. He did flips and spins in the air, smiling under his mask as he did so. He waved as he past by business buildings, getting waves from hard working men and women in return. Spider-Man swung onto the building next door, running across the windows and shocking the people inside. Once he got to the edge of the building, he jumped off, doing a back-flip down. Instead of falling downwards, he fell sideways, forgetting he was on the side of a building. Once he was close enough to another building below, he launched a web, catching himself mid-air.

"Two more hours and I can stop for the day." Spider-Man said to himself as he swung. "Let's just hope nothing bad happens-"

Spider-Man cut himself as his Spider-Sense went off, causing him to look over and see a large pillar flying towards him. "Why do I even talk?"

Spider-Man didn't even react as the pillar slammed against him, causing them both to collide into a nearby building. Spider-Man tumbled as everything around him was destroyed by the pillar. Spider-Man struggled to stand as he launched webs at the falling pieces of the roof that the pillar caused. When Spider-Man stood fully, he looked over to see the reason why a pillar was thrown at him. He saw a large, gray-skinned, being with large wings and sharp teeth. The monster wore silver armor over a black suit.

"The fuck are you supposed to be? Green Goblin?" Spider-Man asked, rhetorically.

"I am your worst nightmare. I am everything you fear. I am the one who will kill Spider-Man." The monster stated, causing Spider-Man to roll his eyes. How many times has he heard that. "I am Gargoyle!"

"Why do the crazy ones always name themselves?" Spider-Man mumbled, cracking his neck and hands. "You're just lucky it works."

Gargoyle raised his gloved hand as Spider-Man charged towards him. The gray-skinned monster fired electricity from his glove, which shocked Spider-Man greatly. The electricity blasted Spider-Man backward and through the windows on the other side. Gargoyle flew after Spider-Man as he fell down towards the ground. Spider-Man looked at his costume, seeing that the electricity burned through. He attempted to catch himself, firing webs at some buildings near him, only to have something slam down on his chest. He looked up to see Gargoyle, roaring at him. Spider-Man punched the monster, only to receive it's hands to the chest. Gargoyle flew off of Spider-Man, pulling out a silver sphere-shaped grenade, before throwing it at Spider-Man.

"What's this? A ball?" Spider-Man questioned as he heard ticking. "Oh shit..."

The grenade exploded, forcing Spider-Man down to the ground with a concussive blast. Spider-Man blinked as he shook his head, trying to be rid of the ringing in his ears. Spider-Man didn't hear or sense Gargoyle come up behind him, earning another pillar to the face. Spider-Man crashed into another building, skidding across it and down the road. Spider-Man landed near a group of people, who were taking pictures and recording.

"Okay, I know I'm cool and all," Spider-Man turned toward the group of people, his ears still ringing. "But you guys need to leave."

"Yo! Spider-Man's talking to us!" One boy said, excitedly.

"Yeah, yeah. But I'm serious." Spider-Man said as Gargoyle landed behind him, causing the spectators to run and scream. "Told ya."

"Die, Spider-Man!" Gargoyle roared. "You worthless bug!"

"I'm an a-" Spider-Man's sentence was cut off as Gargoyle punched him, sending him into the building. Spider-Man coughed as he stood up. "Arachnid. I'm a fucking arachnid."

"Jay? Are you okay?" Spider-Man heard April call.

"Yeah, just dealing with concussion number 12." He responded. "My Spider-Sense isn't working right. I think it was the grenade."

"Do you need me to send Swift? I can call Dinah-"

"No. I got this." Spider-Man said, keeping his back to Gargoyle. "Just stay on stand by."

Spider-Man looked down at his web shooters as his HUD popped up, showing him his holographic information of his web shooters. Gargoyle growled as he made his way to Spider-Man, who was cycle through his web variations. As Gargoyle made it to Spider-Man, the latter fired a Trip Mine web at the entrance. Gargoyle was caught in the web, which stuck him against the wall.

"What did you do to me?!" The monster roared as he struggled to free himself. While he did, Spider-Man launched two webs on each side of him while walking backward. "What are you doing?"

"Taking fight."

Spider-Man jumped up, letting the webs pull him, colliding into Gargoyle. Spider-Man kicked Gargoyle, causing them both to fly out of the building. As Gargoyle went flying, Spider-Man webbed onto the monster before swinging him around and down into the ground. Gargoyle slowly stood up, raising his hand to his face, only to have it webbed to his face. Spider-Man slammed down on Gargoyle, creating a crater in the ground. The impact caused dust to kick up, covering most of the area. Spider-Man was thrown out of dust, recovering quickly. Seconds later, a crescent shaped object flew at Spider-Man, which he dodged and launched a web onto it. He threw it back at Gargoyle, who caught it and crushed it.

The monster threw two grenades at Spider-Man, who launched his webs at them. Spider-Man threw the bombs back at the monster, causing them to explode in his face. Spider-Man turned his head to the sound of sirens, signalling that Captain Snow was on her way. Suddenly, his Spider-Sense kicked in, which he responded to, dodging a swipe from Gargoyle. Spider-Man ran across the monster's chest, webbing onto both of his arms as he did so. Spider-Man turned, pressing his foot up against the back of the monster's head. Gargoyle tried using his strength to pull his arms free, but he couldn't. Spider-Man pulled on the webs, making Gargoyle punch himself over and over.

"How do you like that, huh?" Spider-Man asked in between hits. "Quit hitting yourself, quit hitting yourself!"

Spider-Man flipped off of Gargoyle's back, causing him to fall down to the floor, unconscious. Spider-Man turned back to the sirens to see Captain Snow running up to him with what looked to be a task force of some kind. They grabbed Gargoyle, putting special handcuffs on his hands, feet, and wings, before carrying him off.

"Uh... What's with...that?" Spider-Man asked, motioning to what happened.

"The mayor is starting a Task Force for the super-powered villains you kept bringing into the city. It's mostly for you." Snow explained, sighing as Gargoyle was loaded into a giant van. "Know how you made him as an enemy?"

"Nope. Doesn't really matter." Spider-Man responded as the van drove off. "Wait what!?"

 **Setting:** Underground Tunnel System

Spider-Wasp flew into the tunnel system, making sure not to clip the sides. Soon, he was in the base of S.W.A.R.M, landing on the floor and nodding to the Worker Bees as they flew around, doing their jobs as Worker Bees. He walked through the base, waving to the Killer Bees working out. He walked up to Black Bee, sighing as he beat down on the newest recruits.

"Black," Spider-Wasp called out, causing the giant to look over. "Give them a break and tell the Honeys to prepare the Weapon."

Black Bee nodded, bowing to the newest recruits, who sighed with relief. Spider-Wasp continued, walking up to a large door. Spider-Wasp took a deep breath as he opened the door, walking into and closing it behind him. He moved forward, walking up to a spot light in the middle of the dark room.

"My queen," He said, taking a knee. "Professor Dander was given the equation."

"Good." A woman's voice spoke up. Spider-Wasp glanced up to see a woman with dressed in black, blending in the the dark room. The only thing that Spider-Wasp could see was a face and arms as she watched bees walk across her hands. "Did his experiment fail?"

"Yes. He's calling himself Gargoyle." Spider-Wasp confirmed. "But, wouldn't have been better to kill Spider-Man during the Inventors Party?"

"Why? Did he fail to stop the Spider?" She asked, extending her hand out, letting the bee in her hand fly away.

"Yes. He arrested and imprisoned earlier today."

"Well, the reason I keep him alive is because if Batman, and the Bats, are going to take down the Court of Owls, League of Assassins, or H.I.V.E, they're going to need a superpowered member." She explained, looking around at the dark room, feeling around on something Spider-Wasp couldn't see.

"I understand that, but Batman has the whole Justice League and more. He doesn't need Spider-Man."

"I know, but I...enjoy Spider-Man." Queen Wasp said. "He intrigues me."

"But, my queen-"

"Don't question me any further." She interrupted. "The weapon is active, correct?"

"Yes. The Honey Bees completed it yesterday." Spider-Wasp confirmed. "Ready whenever you're ready."

"Good." She responded. "Launch Project Takeover. Test #1: Search and Destroy.

She turned to face Spider-Wasp, terrifying him for the 12th time in his life. Her eyes were completely black, piercing into Spider-Wasp's compound eyes. "Unleash the Swarm."

* * *

 **Coming up: The Swarm**


End file.
